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HomeMy WebLinkAbout09-17-24 City Commission Agenda and Packet MaterialsA. Call Special Meeting to Order - 5:00 PM - Commission Room, City Hall, 121 North Rouse B. Pledge of Allegiance and a Moment of Silence or Mindfulness C. Changes to the Agenda D. FYI E. Commission Disclosures F. Consent F.1 Accounts Payable Claims Review and Approval (Armstrong) F.2 Authorize the City Manager to Sign an Application to the MT State Disaster and Emergency Services Local Government Cybersecurity Grant Program(McMahan) THE CITY COMMISSION OF BOZEMAN, MONTANA REGULAR MEETING AGENDA Tuesday, September 17, 2024 How to Participate: If you are interested in commenting in writing on items on the agenda please send an email to comments@bozeman.net or visit the Public Comment Page prior to 12:00 p.m. on the day of the meeting. At the direction of the City Commission, anonymous public comments are not distributed to the City Commission or staff. Public comments will also be accepted in-person and through video conference during the appropriate agenda items but you may only comment once per item. As always, the meeting will be recorded and streamed through the Commission's video page and available in the City on cable channel 190. For more information please contact the City Clerks' Office at 406.582.2320. This meeting will be held both in-person and also using an online video conferencing system. You can join this meeting: Via Video Conference: Click the Register link, enter the required information, and click submit. Click Join Now to enter the meeting. Via Phone: This is for listening only if you cannot watch the stream, channel 190, or attend in- person United States Toll +1 669 900 9128 Access code: 933 7244 1920 1 F.3 Authorize the City Manager to Sign a Professional Services Agreement with Cyclomedia for Delivery of City of Bozeman Street View Imagery, LiDAR Data Sets for Streets Assets, Data Analytics for Road Surface Analysis (PCI), and Asset Extraction for Pavement Striping and Condition, Pavement Symbols/Messages, and ADA ramps with Measurements(Collins) F.4 Authorize the City Manager to Sign a Professional Services Agreement with Mountain Goat Instructional Design LLC. to Implement Year Four of a Direct Student Engagement Program in Bozeman Public Schools Utilizing the Bozeman Water Conservation and Stormwater Management Educator Guide(Ahlstrom) F.5 Authorize the City Manager to Sign a Professional Service Agreement with Pioneer Technical Services for Geotechnical Investigation at Bozeman Sports Park(Jadin) F.6 Authorize City Manager to Sign First Amendment to Construction Agreement with Wegner Roofing and Solar for Bozeman Library Flat Roofing Overlay Project(Ziegler) F.7 Ordinance 2168, Provisional Adoption, Amending Table 38.310.040.C. of Chapter 38 of the Bozeman Municipal Code to Allow Apartments as a Permitted Use with No Restrictions in Area on the Second and Subsequent Floors, and Basements of Buildings, and to Allow Lobbies on the Ground Floor When Associated with Residential Uses in the Northeast Historic Mixed Use (NEHMU District), Application 24225.(Cramblet) G. Work Session G.1 Unified Development Code (UDC) Work Session to Consider Timing, Public Engagement, Sequence of Actions, and Compliance with the Montana Land Use Planning Act, Application 21381(Saunders, Clark) H. Public Comment on Non-agenda Items Falling Within the Purview and Jurisdiction of the Commission I. FYI / Discussion J. Adjournment Receive presentation and public comment. Give direction on restarting the update to Chapter 38, Unified Development Code, Bozeman Municipal Code and compliance with the Montana Land Use Planning Act. This is the time to comment on any matter falling within the scope of the Bozeman City Commission. There will also be time in conjunction with each agenda item for public comment relating to that item but you may only speak once per topic. Please note, the City Commission cannot take action on any item which does not appear on the agenda. All persons addressing the City Commission shall speak in a civil and courteous manner and members of the audience shall be respectful of others. Please state your name, and state whether you are a resident of the city or a property owner within the city in an audible tone of voice for the record and limit your comments to three minutes. Written comments can be located in the Public Comment Repository. City Commission meetings are open to all members of the public. If you have a disability that requires assistance, please contact our Acting ADA Coordinator, Max Ziegler, at 406.582.2439. 2 Commission meetings are televised live on cable channel 190 and streamed live on our Meeting Videos Page. 3 Memorandum REPORT TO:City Commission FROM:Nicole Armstrong, Accounts Payable Clerk Rhonda Edwards, Accounts Payable Clerk Aaron Funk, City Controller Melissa Hodnett, Finance Director SUBJECT:Accounts Payable Claims Review and Approval MEETING DATE:September 17, 2024 AGENDA ITEM TYPE:Finance RECOMMENDATION:The City Commission is recommended to make a motion and approve payment of claims as presented. STRATEGIC PLAN:7.5. Funding and Delivery of City Services: Use equitable and sustainable sources of funding for appropriate City services, and deliver them in a lean and efficient manner. BACKGROUND:Montana Code Annotated, Section 7-6-4301 requires claims to be presented to the City Commission within one year of the date the claims accrued. Claims presented to the City Commission under this item have been reviewed and validated by the Finance Department. The Department has ensured that all goods and services have been received along with necessary authorizations and supporting documentation. Please provide approval for checks dated September 18th, 2024. UNRESOLVED ISSUES:None ALTERNATIVES:The City Commission could decide not to approve these claims or a portion of the claims presented. This alternative is not recommended as it may result in unbudgeted late fees assessed against the City. FISCAL EFFECTS:The total amount of the claims to be paid is presented at the bottom of the Expenditure Approval List posted on the City’s website at https://www.bozeman.net/departments/finance/purchasing. Report compiled on: August 21, 2024 4 Memorandum REPORT TO:City Commission FROM:Jamie Grabinski, Grants Coordinator Scott McMahan, IT Department Director SUBJECT:Authorize the City Manager to Sign an Application to the MT State Disaster and Emergency Services Local Government Cybersecurity Grant Program MEETING DATE:September 17, 2024 AGENDA ITEM TYPE:Grant RECOMMENDATION:Approve consent agenda item STRATEGIC PLAN:1.3 Public Agencies Collaboration: Foster successful collaboration with other public agencies and build on these successes. BACKGROUND:This is a consent agenda item for the City Manager's approval of the grant application submission to the State of MT for the Disaster and Emergency Services department for the local government Cybersecurity grant program. UNRESOLVED ISSUES:None ALTERNATIVES:As identified by the City Commission FISCAL EFFECTS:Total expenditures are expected to be $22,250.00. Expenditures will be made in the IT fund and may require a future budget amendment. Attachments: DES SLCGP Grant Application.pdf Report compiled on: September 4, 2024 5 City of Bozeman Prepared by Jason Kolman for Montana Disaster and Emergency Services FY22 SLCGP Primary Contact: Jamie Grabinski 6 Opportunity Details Opportunity Information Title FY22 SLCGP Description OVERVIEW: The purpose of the FY 2022 State and Local Cybersecurity Grant Program (SLCGP) is to strengthen cybersecurity practices and resilience of state and local governments. The SLCGP provides funding from the Infrastructure Investment and Jobs Act to implement investments that improve the security of critical infrastructure and improve the resilience of the services governments provide their communities. The grant is a reimbursable pass-through grant program with an overall goal to improve the cybersecurity posture of state and local government organizations by providing assistance for managing and reducing systemic cyber risk through the following objectives: Objective 1: Develop and establish appropriate governance structures, including developing, implementing, or revising cybersecurity plans, to improve capabilities to respond to cybersecurity incidents and ensure continuity of operations. Objective 2: Understand their current cybersecurity posture and areas for improvement based on continuous testing, evaluation, and structured assessments. Objective 3: Implement security protections commensurate with risk. Objective 4: Ensure organization personnel are appropriately trained in cybersecurity, commensurate with responsibility. IMPORTANT Please review and follow the State and Local Cybersecurity Grant Program (SLCGP) state guidance document. The SLCGP grant requires the state to develop a Cybersecurity Plan, establish a Cybersecurity Planning Committee to support the development of the plan, adopt key cybersecurity best practices, and identify projects to implement using the SLCGP funding. The cybersecurity committee has identified key efforts in the Cybersecurity Plan to strengthen cybersecurity across the state. All project applications must align with at least one of the focus areas identified in the plan. These focus areas are: -Build cybersecurity awareness -Build a professional cybersecurity workforce -Server and workstation behavior-based endpoint protection -Network monitoring and management intrusion detection systems for county networks Each application must demonstrate how the project relates to improving, preventing, preparing for, protecting against, and responding to cybersecurity incidents and best practices. Awarding Agency Name Montana Disaster and Emergency Services Agency Contact Name Amanda Avard Agency Contact Phone 406-324-4777 Agency Contact Email mtdesprep@mt.gov Fund Activity Categories Category Explanation Departments Page 2 of 15 City of Bozeman Jason Kolman 7 Montana Disaster and Emergency Services Subjects Opportunity Manager Amanda Avard Opportunity Posted Date 7/16/2024 Opportunity Archive Date Announcement Type Initial Announcement Funding Opportunity Number Agency Opportunity Number Assistance Listings Number Public Link https://mt.amplifund.com/Public/Opportunities/Details/2abc780e-2a8f-4fc4-99ad-6a96535bc030 Is Published Yes Funding Information Opportunity Funding $0.00 Funding Sources Federal Or Federal Pass Through Award Information Award Type Competitive Capital Grant No Indirect Costs Allowed No Matching Requirement No Submission Information Submission Window 07/16/2024 10:00 AM - 09/13/2024 11:55 PM Submission Timeline Type One Time Submission Timeline Additional Information Page 3 of 15 City of Bozeman Jason Kolman 8 For FY 2022 SLCGP funds, each county, tribe, city, or special district may apply for funding in all focus areas. Projects must be prioritized due to limited federal funding available. Allow Multiple Applications No Application Review Start Date / Pre-Qualification Deadline 6/3/2024 Other Submission Requirements Cost share or match is not required for the FFY 2022 SLCGP. Future awards will have cost share requirements. Match amounts for each year are as follows: FY 2023 20%, FY 2024 30%, FY 2025 40%. Local match may be in-kind/soft from eligible activities. Question Submission Information Attachments FY22 State and Local Cybersecurity Grant State Guidance - Released 7-16-2024 Eligibility Information Eligibility Type Public Additional Eligibility Information Eligible Applicants for competitive awards include local and tribal governments. Local government means a city, town, county, consolidated city-county, special district, or school district or subdivision of these entities. Nonprofit, for-profit, and other entities not deemed as a local government entity are not eligible to receive SLCGP funds. Additional Information Additional Information URL https://des.mt.gov/Grant-Programs/State-Local-Cyber-Security-Grant-Program Award Administration Information State Award Notices This is a competitive state grant, and there are often more funding requests than funding available. The Cybersecurity Planning Committee will make the final decision on projects to be included in the state application to FEMA in late spring. All applicants will be informed as to the status of their projects after the state application has been submitted. Please note - the project period of performance is projected to begin October 1, 2024. Reporting For those projects awarded, preparedness reports (a.k.a. status reports), will be due by the 10th day after the end of each quarter until the project is complete and until a closeout request is submitted to your grant coordinator. State Awarding Agency Contacts State Awarding Agency Contacts Amanda Avard - State Authorized Representative Pam Fruh Pam.Fruh@mt.gov 406-439-5917 Emily Schuff Emily.Schuff@mt.gov 406-417-9236 Page 4 of 15 City of Bozeman Jason Kolman 9 Project Information Application Information Application Name City of Bozeman Award Requested $22,250.00 Total Award Budget $22,250.00 Primary Contact Information Name Jamie Grabinski Email Address jgrabinski@bozeman.net Address 121 N. Rouse Ave, P.O. Box 1230 Bozeman, MT 59715 Phone Number 406 5822364 Page 5 of 15 City of Bozeman Jason Kolman 10 Project Description Applicant Entity Information Entity Information Entity Name City of Bozeman Entity Street Address 121 N. Rouse Ave Entity City Bozeman Entity State Montana Entity Zip 59715 County Located In United States Entity Signatory Authority Information The signatory authority listed has been informed of the submission of this grant and may receive notices about reports submitted by the Authorized Representative. Name of Signatory Authority Chuck Winn Title City Manager Signatory Authority Email Address cwinn@bozeman.net Signatory Authority Phone Number (xxx-xxx-xxxx) 406-582-2307 Project Manager (Authorized Representative) Project Manager First Name Scott Project Manager Last Name McMahan Project Manager Phone Number (xxx-xxx-xxxx) 406-582-2277 Project Manager Email Address smcmahan@bozeman.net Project Manager Street Address Page 6 of 15 City of Bozeman Jason Kolman 11 20 E Olive Street Project Manager City Bozeman Project Manager State Montana Project Manager Zip 59715 Fiscal Officer / Agent Information Fiscal Officer Name Melissa Hodnett Title Finance Director Organization City of Bozeman Fiscal Officer Telephone Number (xxx-xxx-xxxx) 4065822318 Fiscal Officer Email Address mhodnett@bozeman.net Administrative Organization Type County Government Tribal Government Local/City Government Special District (School, Solid Waste, etc.) None of the Above UEI Number Provide your valid Unique Entity Identification (UEI) number. This is NOT your Employer Identification Number (EIN). The Unique Entity Identification (UEI) number is now the required means of entity identification for federal awards government-wide. If you are registered in SAM.gov, you've been assigned a UEI. It's viewable in your SAM.gov entity registration record. If you do not know your UEI number, ask your local clerk and recorder or finance person, they will typically have that information. Refer to the link provided for more information and how to obtain a UEI number. Click Here for Unique Entity Identifier Update Information Applicant's Unique Entity Identification (UEI) Number (UEI is a 12 digit number with a combination of letters and numbers) EEAPKALAEM35 Page 7 of 15 City of Bozeman Jason Kolman 12 Applicant Assessment Fiscal Assessment Has applicant organization substantially changed their financial management and/or grant administration systems in the last 24 months? Yes No Does applicant organization's fiscal officer maintain written policies and procedures regarding the operation of all financial management systems? Yes No Has applicant organization received federal awards directly from a Federal Awarding agency over the last 24 months? Yes No If yes to above, list the grant name, year(s) received and awarding agency name. If there are to many to list enter the most recent 5. 1. Bridgers DUI Vets Treatment Court Grant, Received 10/01/2023 from U.S. Department of Justice. 2. Sustainable Organics Management Program, Received 04/01/2024 from Environmental Protection Agency 3. Safe Streets for All, Received 05/01/2024 from U.S. Department of Transportation, FHWA Has the applicant organization applied for any other grant funding to support the project that is being submitted? Yes No Have there been any audit/financial findings for your organization within the last 24 months? Yes No Procurement Procedures Does your jurisdiction/agency have a locally written and approved procurement policy? Yes No If yes to above, please upload your local procurement policy (if applicable) Administrative Order 2023-03 Procurement Policy, Training & Travel, and AP & Credit Card Use.pdf Conflict of Interest Does the jurisdiction have a potential or real conflict of interest? Yes No .GOV Domain Interest MT DES is gathering information for future grant opportunities. At this time funding is not available to migrate entities to .GOV domains. Please answer the questions below to assist MT DES in collecting interest in future migration efforts. Please note public schools are are not eligible for .GOV migration. Does your organization currently use a .GOV domain? Yes No Is your organization interested in migrating to a .GOV domain? Page 8 of 15 City of Bozeman Jason Kolman 13 Yes No I Don't Know Not Eligible, Applicant Entity is a Public School Page 9 of 15 City of Bozeman Jason Kolman 14 SLCGP Baseline Requirements BY ACCEPTING THIS AWARD THE APPLICANT AGREES TO COMPLETE, MAINTAIN, AND REPORT ON THE FOLLOWING SLCGP REQUIRED OBJECTIVES OR INFORMATON: 1. Verify and maintain contact information for staff managing the SLCGP and inform MT DES of any changes to personnel and contact information. 2. Submit quarterly performance reports using the Performance Progress Report form in the AmpliFund grant management system detailing milestones and work accomplished during the reporting period. 3. Complete the no cost Nationwide Cybersecurity Review (NCSR) assessment administered by MS-ISAC during the first year of the sub-award period of performance and annually until grant closeout. 4. Register and maintain CISA's no cost Cyber Hygiene (CyHy) Services: A. Vulnerability Services: evaluates external network presence by executing continuous scans of public, static Ips for accessible services and vulnerabilities. This service provides weekly vulnerability reports and ad-hoc alerts. B. Web Application Services: an "internet scanning-as-a-service." This service assesses the “health” of your publicly accessible web applications by checking for known vulnerabilities and weak configurations. Additionally, CISA can recommend ways to enhance security in accordance with industry and government best practices and standards. C. Get started by emailing vulnerability@cisa.dhs.gov with the subject line “Requesting Cyber Hygiene Services.” 5. Sign the local consent form that allows the state to utilize the funds to provide services to local governments. Local Consent Form - If an entity is unable to digitally sign the PDF due to technical restrictions, the form may be printed and signed before attaching a scanned copy. FY22 SLCGP Local Consent Form.pdf Upload the signed Local Consent Form. Form is provided above. FY22_SLCGP_Local_Consent_Form_1.0.pdf Agreement I acknowledge that the applicant entity agrees to complete the above SLCGP requirements during this applications grant period of performance? Yes Signature Chuck Winn Date 9/3/2024 Page 10 of 15 City of Bozeman Jason Kolman 15 SLCGP Focus Area Information Instructions APPLICATIONS ARE DUE NO LATER THAN 11:55 PM FRIDAY, September 13, 2024. The Cybersecurity Committee has identified key efforts in the Cybersecurity Plan to strengthen cybersecurity across the state. Applicants are not guaranteed to receive funding even if the project aligns with a focus area identified within the Cybersecurity Plan. Upon review of the application the Cybersecurity Planning Committee may have additional questions or information requests. FY 2022 Focus Areas Include: Build Cybersecurity Awareness Build a Professional Cybersecurity Workforce Server and Workstation Behavior Based Endpoint Protection Network Monitoring and Management Intrusion Detection System for County Networks List your Entity Name City of Bozeman Build Cybersecurity Awareness This focus area will provide funding for cybersecurity end user training. The cybersecurity training must be annual at a minimum and includes simulated phishing attacks, domain monitoring, security awareness training, and phishing campaign configuration. Applicants may request up to $3.50 per license. An option to purchase the KnowBe4 diamond-tier cybersecurity training off the state Information and Technology Service Division (SITSD) contract is available. See additional information for diamond-tier features attached below. Applicants may choose to purchase cybersecurity awareness training from a different vendor. KnowBe4 Website: https://www.knowbe4.com/ KnowBe4's Diamond-Tier Key Features: KnowBe4 Diamond-Tier Key Features Fact Sheet.pdf Are funds for Building Cybersecurity Awareness being requested in this application? Yes No Build a Professional Cybersecurity Workforce This focus area provides cybersecurity training for IT privileged users and cyber professionals. Applicants may request up to $4,500.00 for this training; there is no guarantee that requested funds will be awarded. An option to purchase trainings through SANS Institute off of the State Information and Technology Service Division (SITSD) contract is available; in this case, the state will purchase and issue out each training voucher. Only one voucher per entity will be provided. Applicants may choose to purchase other cybersecurity trainings for their IT professional(s). SANS Institute, Courses and Certificates Website: https://www.sans.org/cyber-security-courses/ Are funds for Building a Cybersecurity Workforce being requested in this application? Yes No Page 11 of 15 City of Bozeman Jason Kolman 16 Explain how the requested cybersecurity training provides benefit to your entity and relates to improving, preventing, preparing for, protecting against, and responding to cybersecurity incidents and best practices. The Cybersecurity training will benefit our entity by improving our ability to be more proactive in prevention and protecting against cyber incidents. This training will equip our staff with the skills and knowledge needed to address emerging cyber security threats more effectively when they do occur. What type of cybersecurity training is being requested for your IT personnel? SANS Institute through SITSD Other Cybersecurity Professional Training List the course provider, course name and description for the training being requested. SANS Institute: FOR572:Advanced Network Forensics: Threat Hunting, Analysis, and Incident Response What is the estimated cost? Additional costs above $4,500.00 will be the responsibility of the applicant. $8,525.00 Provide a job description for the IT professional(s) receiving this cybersecurity training. Systems Administrator I: The principal function of an employee in this class is to administer the City's advanced local and wide area networks, servers, IP telephony systems, and personal computers and related peripherals. Special emphasis on the network and all security aspects of it including, firewalls, Intrusion Detection Systems, and Intrusion Prevention Systems. Recommended: Upload job description for IT personnel. Sys Admin 1 class spec.pdf Server and Workstation Behavior-Based Endpoint Protection For whole of state cybersecurity this project is for SentinelOne antivirus software through State Information and Technology Division (SITSD). Applicants may request an estimated $63.00 per endpoint license and/or $84.00 per server for a one year service agreement for SentinelOne antivirus software through SITSD. SentinelOne Website: https://www.sentinelone.com/ Are funds for SentinelOne behavior-based endpoint protection services being requested in this application? Yes No Network Monitoring and Management Intrusion Detection Systems for County Networks This focus area provides Albert Sensor Network Monitoring and Management Intrusion Detection Systems (IDS) for an additional layer of alerting and visibility to County Governments, Critical Infrastructure, Election, and Emergency Services. Applicants may request up to $13,560.00 (Small Average Utilization OMB-100MB) or $16,800.00 (Medium/Large Average Utilization 101MB-1.0GB) for a one year service agreement including hardware for Albert Sensor IDS to provide security alerts for known cyber threats. The grant will also cover the one-time set-up fee of $950.00 per sensor. See Albert Sensor fact sheet attached below for more information. Albert Sensor IDS Fact Sheet CIS-Albert Network Monitoring and Management.pdf Are funds for an Albert Sensor Intrusion Detection System being requested in this application? Yes No The entity acknowledges and understands there is a fiscal responsibility to pay local match for future grant years. Match Page 12 of 15 City of Bozeman Jason Kolman 17 amounts for each year are as follows: FY 2023 20%, FY 2024 30%, FY 2025 40%. Local match may be in-kind/soft from eligible activities. Yes The entity acknowledges and understands to share Albert Sensor alerts with the Montana Analysis and Technical Information Center (MATIC). Yes Explain how the requested Albert Sensor Intrusion Detection System provides benefit to your entity and relates to improving, preventing, preparing for, protecting against, and responding to cybersecurity incidents and best practices. Albert will provide deeper visibility into network traffic. With real time monitoring we can more quickly respond to issues that come up. Having our traffic going through and being analyzed by a SOC will be a huge step forward for our network analysis. What size Albert Sensor does your entity anticipate supporting with grant funds? Small Average Utilization OMB-100MB for Service NOT Including Hardware - $11,160.00 Small Average Utilization OMB-100MB for Service with Hardware - $13,560.00 Medium/Large Average Utilization 101MB-1.0GB for Service NOT Including Hardware - $14,400.00 Medium/Large Average Utilization 101MB-1.0GB for Service with Hardware - $16,800.00 How many Albert Sensors are being requested? The grant will cover a one-time set-up fee of $950.00 per sensor. 1 Does your agency currently have an existing contract for an Intrusion Detection System? Federal funds can not be used to supplant existing IDS. Yes No Ranking of Focus Areas by Priority Applicants may request funding in each of the focus areas identified within the Cybersecurity Plan. Due to limited federal funding available there may not be sufficient funds to award all applications. Please rank each focus area by priority 1, 2, 3, or 4 for your entity (1 being top priority and 4 being last priority). This will help the Cybersecurity Planning Committee better understand applicants existing needs based on priority level. Focus Areas Include: Build Cybersecurity Awareness Build a Professional Cybersecurity Workforce Server and Workstation Behavior Based Endpoint Protection Network Monitoring and Management Intrusion Detection System for County Networks What priority level does your entity rank Build Cybersecurity Awareness? Third Priority What priority level does your entity rank Build a Professional Cybersecurity Workforce? First Priority What priority level does your entity rank Server and Workstation Behavior-Based Endpoint Protection? Fourth Priority What priority level does your entity rank Network Monitoring and Management Intrusion Detection Systems for County Networks? Second Priority Page 13 of 15 City of Bozeman Jason Kolman 18 Budget Proposed Budget Summary Expense Budget Grant Funded Total Budgeted 2. Build a Professional Cybersecurity Workforce SANS Training Course: FOR572 $4,500.00 $4,500.00 Subtotal $4,500.00 $4,500.00 4. Network Monitoring and Management Intrusion Detection System for County Networks Albert Sensor $17,750.00 $17,750.00 Subtotal $17,750.00 $17,750.00 Total Proposed Cost $22,250.00 $22,250.00 Revenue Budget Grant Funded Total Budgeted Grant Funding Award Requested $22,250.00 $22,250.00 Subtotal $22,250.00 $22,250.00 Total Proposed Revenue $22,250.00 $22,250.00 Proposed Budget Detail See attached spreadsheet. Proposed Budget Narrative 2. Build a Professional Cybersecurity Workforce To help fill out the budget information please reference the responses provided in the SLCGP Focus Area Information form found in the Application Forms section. When filling out the Budget section, applicants may provide one lump sum total for costs being requested in each of the four project focus areas. Include specific information in the narrative section (i.e. what type of costs and total amount being requested). SANS Training Course: FOR572 Requesting funding for one IT professional to take a SANS course: FOR572. 4. Network Monitoring and Management Intrusion Detection System for County Networks To help fill out the budget information please reference the responses provided in the SLCGP Focus Area Information form found in the Application Forms section. When filling out the Budget section, applicants may provide Page 14 of 15 City of Bozeman Jason Kolman 19 one lump sum total for costs being requested in each of the four project focus areas. Include specific information in the narrative section (i.e. what type of costs, and total amount being requested). Albert Sensor Requesting 1 large Albert Sensor with hardware and Setup Page 15 of 15 City of Bozeman Jason Kolman 20 DEPARTMENT OF MILITARY AFFAIRS STATE OF MONTANA Disaster & Emergency Services Division 1956 MT MAJO STREET - PO BOX 4789 FORT HARRISON, MONTANA 59636-4789 406.324.4777 THE HONORABLE GREG GIANFORTE MAJOR GENERAL JOHN P. HRONEK GOVERNOR ADJUTANT GENERAL FEDERAL FISCAL YEAR 2022 STATE AND LOCAL CYBERSECURITY GRANT PROGAM LOCAL CONSENT AGREEMENT I, ____________________________, (printed name), the authorized agent on behalf of ______________________________________ (Local Governmental Entity) located at ________________________________________________________ (physical address) hereby expressly consent to the State of Montana’s State Administrative Agency (SAA), namely the Montana Disaster and Emergency Services Division (MT DES), undertaking the following acts in accordance with the State and Local Cybersecurity Grant Program (SLCGP) for Fiscal Year (FY) 2022, Funding Opportunity Number DHS-22-137- 000-01, as authorized by Section 2220A of the Homeland Security Act of 2002, as amended (Pub. L. No. 107- 296)(6 U.S.C. § 665g): •Retain up to $485,573 in SLCGP funds for FY 2022 at the State Level for Management and Administration, whole of state coordination, and training. •Utilize $1,942,293 in SLCGP funding for the following projects approved in the State of Montana Cybersecurity Plan on behalf of and for the benefit of local governments: o $167,293 for end user security awareness training o $75,000 for cyber professionals training o $1,250,000 for behavior-based end-point detection and response solution o $450,000 for network monitoring and management intrusion detection systems Funds and/or services provided to local and rural areas will align to the FY2022 SLCGP pass-through requirements. A minimum of 80% of federal funds, equivalent valued services, or a combination of funds and services provided under the grant will be provided to local governments, including a minimum of 25% to rural areas. This consent is given freely and with the understanding that the Local Governmental Entity may receive items, services, capabilities, and activities (e.g. hardware, software, services) in lieu of funds from the SLCGP. This consent is only effective for the FY 2022 SLCGP funds. Signed, _________________________________________ _________________________ Signature Date __________________________________________ Printed Name _________________________________________ Title Chuck Winn the City of Bozeman 121 N. Rouse Ave., Bozeman, MT 59715 Chuck Winn 9/3/24 City Manager Docusign Envelope ID: 428F2983-205D-443D-B961-334C9B719C3D 21 Category Item Type Name Non-Grant Funded Grant-Funded Cash Match In-Kind Match Other Funding Direct Cost Narrative Attachments 2. Build a Professional Cybersecurity Workforce Non Personnel SANS Training Course: FOR572 No $4,500.00 $0.00 $0.00 $0.00 $4,500.00 Requesting funding for one IT professional to take a SANS course: FOR572.SANS_Institute_FOR572_Brochure.pdf 4. Network Monitoring and Management Intrusion Detection System for County Non Personnel Albert Sensor No $17,750.00 $0.00 $0.00 $0.00 $17,750.00 Requesting 1 large Albert Sensor with hardware and Setup 22 FOR572: Advanced Network Forensics: Threat Hunting, Analysis, and Incident Response Take your system-based forensic knowledge onto the wire. Incorporate network evidence into your investigations, provide better findings, and get the job done faster. It is exceedingly rare to work any forensic investigation that doesn’t have a network component. Endpoint forensics will always be a critical and foundational skill for this career but overlooking their network communications is akin to ignoring security camera footage of a crime as it was committed. Whether you handle an intrusion incident, data theft case, employee misuse scenario, or are engaged in proactive adversary discovery, the network often provides an unparalleled view of the incident. Its evidence can provide the proof necessary to show intent, uncover attackers that have been active for months or longer, or may even prove useful in definitively proving a crime actually occurred. FOR572 was designed to cover the most critical skills needed for the increased focus on network communications and artifacts in today’s investigative work, including numerous use cases. Many investigative teams are incorporating proactive threat hunting to their skills, in which existing evidence is used with newly-acquired threat intelligence to uncover evidence of previously- unidentified incidents. Others focus on post-incident investigations and reporting. Still others engage with an adversary in real time, seeking to contain and eradicate the attacker from the victim’s environment. In these situations and more, the artifacts left behind from attackers’ communications can provide an invaluable view into their intent, capabilities, successes, and failures. In FOR572, we focus on the knowledge necessary to examine and characterize communications that have occurred in the past or continue to occur. Even if the most skilled remote attacker compromised a system with an undetectable exploit, the system still has to communicate over the network. Without command-and-control and data extraction channels, the value of a compromised computer system drops to almost zero. Put another way: Bad guys are talking – we’ll teach you to listen. This course covers the tools, technology, and processes required to integrate network evidence sources into your investigations, with a focus on efficiency and effectiveness. You will leave this week with a well-stocked toolbox and the knowledge to use it on your first day back on the job. We will cover the full spectrum of network evidence, including high--evel NetFlow analysis, low-level pcap-based dissection, ancillary network log examination, and more. We cover how to leverage existing infrastructure devices that may contain months or years of valuable evidence as well as how to place new collection platforms while an incident is underway. Whether you are a consultant responding to a client’s site, a law enforcement professional assisting cybercrime victims and seeking prosecution of those responsible, an on-staff forensic practitioner, or a member of the growing ranks of threat hunters, this course offers hands-on experience with real-world scenarios that will help take your work to the next level. Previous SANS SEC curriculum students and other network defenders will benefit from the FOR572 perspective on security operations as they take on more incident response and investigative responsibilities. SANS DFIR alumni can take their existing operating system or device knowledge and apply it directly to the network-based attacks that occur daily. In FOR572, we solve the same caliber of real-world problems without the use of disk or memory images. FOR572 is an advanced course – we hit the ground running on day one. Bring your entire bag of skills: forensic techniques and methodologies, full-stack networking knowledge (from the wire all the way up to user-facing services), Linux shell utilities, and everything in between. They will all benefit you throughout the course material as you FIGHT CRIME. UNRAVEL INCIDENTS...ONE BYTE (OR PACKET) AT A TIME You Will Be Able To • Extract files from network packet captures and proxy cache files, allowing follow-on malware analysis or definitive data loss determinations • Use historical NetFlow data to identify relevant past network occurrences, allowing accurate incident scoping • Reverse engineer custom network protocols to identify an attacker’s command-and-control abilities and actions • Decrypt captured SSL/TLS traffic to identify attackers’ actions and what data they extracted from the victim • Use data from typical network protocols to increase the fidelity of the investigation’s findings • Identify opportunities to collect additional evidence based on the existing systems and platforms within a network architecture • Examine traffic using common network protocols to identify patterns of activity or specific actions that warrant further investigation • Incorporate log data into a comprehensive analytic process, filling knowledge gaps that may be far in the past • Learn how attackers leverage meddler-in-the-middle tools to intercept seemingly secure communications • Examine proprietary network protocols to determine what actions occurred on the endpoint systems • Analyze wireless network traffic to find evidence of malicious activity • Learn how to modify configuration on typical network devices such as firewalls and intrusion detection systems to increase the intelligence value of their logs and alerts during an investigation • Apply the knowledge you acquire during the week in a full-day capstone lab, modeled after real-world nation-state intrusions and threat actors 6Day Program 36CPEs Laptop Required sans.org/for572 • Watch a preview of this course • Discover how to take this course: Online, In-Person GNFANetwork Forensic Analyst giac.org/gnfa 23 Who Should Attend • Incident response team members and forensicators • Hunt team members • Law enforcement officers, federal agents, and detectives • Security Operations Center personnel and information security practitioners • Network defenders • Information security managers • Network engineers • IT professionals • Anyone interested in computer network intrusions and investigations NICE Framework Work Roles • Cyber Defense Incident Responder (OPM 531) • Cyber Operator (OPM 321) • Cyber Crime Investigator (OPM 221) • Law Enforcement/CounterIntelligence Forensics Analyst (OPM 211) • Cyber Defense Forensics Analyst (OPM 212) Section Descriptions SECTION 4: Commercial Tools, Wireless, and Full-Packet Hunting Commercial tools are an important part of a network forensicator’s toolkit. We’ll discuss the benefits specific commercial tools may provide, as well as how they may best be integrated into an investigative workflow. With the runaway adoption of wireless networking, investigators must also be prepared to address the unique challenges this technology brings to the table. However, regardless of the protocol being examined or budget used to perform the analysis, having a means of exploring full-packet capture is a necessity, and having a toolkit to perform this at scale is critical. TOPICS: Simple Mail Transfer Protocol; Object Extraction with NetworkMiner; Wireless Network Forensics; Automated Tools and Libraries; Full-Packet Hunting with Arkime SECTION 6: Network Forensics Capstone Challenge This section will combine all of what you have learned prior to and during this week. In groups, you will examine network evidence from a real-world compromise by an advanced attacker. Each group will independently analyze data, form and develop hypotheses, and present findings. No evidence from endpoint systems is available—only the network and its infrastructure. Students will test their understanding of network evidence and their ability to articulate and support hypotheses through presentations made to the instructor and class. The audience will include senior-level decision makers, so all presentations must include executive summaries as well as technical details. Time permitting, students should also include recommended steps that could help to prevent, detect, or mitigate a repeat compromise. TOPICS: Network Forensic Case SECTION 5: Encryption, Protocol Reversing, OPSEC, and Intel Advancements in common technology have made it easier to be a bad actor and harder for us to track them. Strong encryption methods are readily available and custom protocols are easy to develop and employ. Despite this, there are still weaknesses in the methods of even the most advanced adversaries. As we learn what the attackers have deliberately hidden from us, we must operate carefully to avoid tipping our hats regarding the investigative progress—or the attacker can quickly pivot, nullifying our progress. TOPICS: Encoding, Encryption, and SSL/TLS; Meddler-in-the-Middle; Network Protocol Reverse Engineering; Investigation OPSEC and Threat Intel; Capstone Challenge Kickoff “ First course I’ve taken that gives insight into the forensic mindset required for investigating incidents.” — Tyler Whittington, PWC GIAC Network Forensic Analyst The GIAC Network Forensic Analyst (GNFA) certification validates a practitioner’s ability to perform examinations employing network forensic artifact analysis. GNFA certification holders have demonstrated an understanding of the fundamentals of network forensics, normal and abnormal conditions for common network protocols, processes and tools used to examine device and system logs, and wireless communication and encrypted protocols. • Network architecture, network protocols, and network protocol reverse engineering • Encryption and encoding, NetFlow analysis and attack visualization, security event & incident logging • Network analysis tools and usage, wireless network analysis, & open source network security proxies GNFANetwork Forensic Analyst giac.org/gnfa SECTION 1: Off the Disk and Onto the Wire Although many fundamental network forensic concepts align with those of any other digital forensic investigation, the network presents many nuances that require special attention. Today you will learn how to apply what you already know about digital forensics and incident response to network-based evidence. You will also become acclimated to the basic tools of the trade. TOPICS: Evaluating Web Proxy Data; Network Evidence Acquisition; Network Challenges and Opportunities; Hypertext Transfer Protocol (HTTP) Part 1: Protocol SECTION 3: NetFlow and File Access Protocols Network connection logging, commonly called NetFlow, may be the single most valuable source of evidence in network investigations. Many organizations have extensive archives of flow data due to its minimal storage requirements. Since NetFlow does not capture any content of the transmission, many legal issues with long-term retention are mitigated. Even without content, NetFlow provides an excellent means of guiding an investigation and characterizing an adversary’s activities from pre-attack through operations. Whether within a victim’s environment or for data exfiltration, adversaries must move their quarry around through the use of various file access protocols. By knowing some of the more common file access and transfer protocols, a forensicator can quickly identify an attacker’s theft actions. TOPICS: NetFlow Collection and Analysis; Open-Source Flow Tools; File Transfer Protocol; Microsoft Protocols SECTION 2: Core Protocols and Log Aggregation/Analysis There are countless network protocols that may be in use in a production network environment. We will cover those that are most likely to benefit the forensicator in typical casework, as well as several that help demonstrate analysis methods useful when facing new, undocumented, or proprietary protocols. By learning the “typical” behaviors of these protocols, we can more readily identify anomalies that may suggest misuse of the protocol for nefarious purposes. These protocol artifacts and anomalies can be profiled through direct traffic analysis as well as through the log evidence created by systems that have control or visibility of that traffic. While this affords the investigator with vast opportunities to analyze the network traffic, efficient analysis of large quantities of source data generally requires tools and methods designed to scale. TOPICS: Hypertext Transfer Protocol Part 2: Logs; Domain Name Service: Protocol and Logs; Forensic Network Security Monitoring; Logging Protocols and Aggregation; Elastic Stack and the SOF-ELK® Platform 24 Memorandum REPORT TO:City Commission FROM:Zac Collins, Asset Systems Program Manager Gail Jorgenson, GIS Program Manager SUBJECT:Authorize the City Manager to Sign a Professional Services Agreement with Cyclomedia for Delivery of City of Bozeman Street View Imagery, LiDAR Data Sets for Streets Assets, Data Analytics for Road Surface Analysis (PCI), and Asset Extraction for Pavement Striping and Condition, Pavement Symbols/Messages, and ADA ramps with Measurements MEETING DATE:September 17, 2024 AGENDA ITEM TYPE:Agreement - Vendor/Contract RECOMMENDATION:Authorize the City Manager to Sign Professional Services Agreement with Cyclomedia for delivery of City of Bozeman Street View Imagery, LiDAR Data Sets for Streets Assets, Data Analytics for Road Surface Analysis (PCI); and Asset Extraction for Pavement Striping and Condition, Pavement Symbols/Messages, and ADA ramps with Measurements STRATEGIC PLAN:4.3 Strategic Infrastructure Choices: Prioritize long-term investment and maintenance for existing and new infrastructure. BACKGROUND:Cyclomedia captures and records visual data in public spaces using a special patented camera system mounted on vehicles. Driving at normal speed, this camera creates 360° panoramic images and captures LiDAR data. This LiDAR data can then be used to update GIS data such as ADA Ramps , Streets Signs, Street Symbology, PCI, ect. For each year under the Cyclomedia contract we will receive "Street View" data that will allow us to add in this functionality to all our viewers, as well as update it yearly. Analysis will also be completed every 3 years on the collected data set to include: 1. Replacing our current process for completing Pavement Condition Inventory (PCI) Surveys, 2. Adding new GIS layers for Streets and Signs Department such as Street Symbology, Street Lane Markings, 3. Complete Pothole Survey, 4. Updated ADA ramp survey which will include information on whether we are compliant or not for each ramp 5. Cyclomedia is currently the only provider that has out-of-the-box add- ins and integrations for our enterprise (ESRI) GIS systems which is critical. 6. In addition to the imagery, Cyclomedia collects 3D (LiDAR), or laser- scanned, data that is combined with the imagery in a way that is unique to them. This makes all the imagery 3D, interactive, and accurate for location 25 and measurements. 7. The data collection and software allow for measurement and analytics tools with a high degree of accuracy that are essential for asset management, transportation, and engineering applications. For example, we can measure the width of a sidewalk with under an inch of accuracy. Analysis will also be completed every 3 years on the collected data set to include: UNRESOLVED ISSUES:No unresolved issues. ALTERNATIVES:As suggested by the City Commission. FISCAL EFFECTS:This has been approved in the 2024-2025 Bi-Annual Budget and sole source approved 07-23-2024 Attachments: Attachment A - License Agreement.pdf Attachment B - Statement Of Work.pdf Report compiled on: August 30, 2024 26 Atachment A - Sole Source Approval - 27 Page 13 of 31 Statement of Work Cyclomedia Technology, Inc. – May24 License Agreement This License Agreement (“Agreement”) is made and entered into as of this ___ day of ____________, 2022 (“Effective Date”) by and between Cyclomedia Technology, Inc. (“Cyclomedia”), a Delaware corporation with its principal place of business at 8215 Greenway Blvd, Suite 300 Middleton, WI 53562 (USA), and the City of Bozeman, MT (“Customer”), a local government corporation/company with its principal place of business at 121 N Rouse Ave, Bozeman, MT 59715. GENERAL TERMS AND CONDITIONS OF CYCLOMEDIA TECHNOLOGY, INC. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEY MATERIALLY AFFECT THE PARTIES’ OBLIGATIONS. CYCLOMEDIA TECHNOLOGY, INC. WILL ACCEPT ORDERS AND DO BUSINESS ONLY ON THE TERMS AND CONDITIONS BELOW. 1. ENTIRE AGREEMENT. These terms and conditions (“Terms”), together with the Service Schedules and Statement(s) of Work, contain all of the terms and conditions of the agreement between Cyclomedia and Customer for the services to be sold or provided to Customer, to the exclusion of any other statements and agreements, and to the exclusion of any terms and conditions incorporated in Customer’s order or other documents of Customer. Cyclomedia’s acceptance of Customer’s order is expressly conditioned on Customer’s acceptance of these Terms, and Customer, upon placing an order, accepts these Terms in their entirety without modification. If any of these Terms conflict with any of the terms of any Service Schedule or Statement of Work, the terms of the Service Schedule will control with respect to the covered Services and the Statement of Work will take precedence and control solely with respect to the Services covered by that Statement of Work. 2. DEFINITIONS. In addition to terms defined in these Terms, the following terms will have the following meanings. 2.1 “Authorized Users” means those individuals authorized by Customer to access the Cyclomedia Offerings, as permitted by the applicable Service Schedule, and who have been supplied user identifications and passwords. 2.2 “Cyclomedia Data” means the data collected by the Cyclomedia Offerings, including statistics relating to how often data is captured, transferred, stored, copied, manipulated, or downloaded, performance metrics relating to Cyclomedia Offerings, Image Material, Information Products and configuration settings. 2.3 “Cyclomedia Offerings” means the Services as defined in the applicable Service Schedule. 2.4 “Cyclomedia Property” means the Cyclomedia Offerings, Documentation, Image Material, Information Products, Cyclomedia Data, Cyclomedia’s Marks (including without limitation “Cyclomedia”), Cyclomedia’s Confidential Information, all Documentation or data provided by Cyclomedia to Customer under these Terms, and all corresponding intellectual property rights. 2.5 “Customer Data” means all data, information, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of the by Customer. 2.6 “Customer Property” means Customer Data, Customer’s Marks, and Customer’s Confidential Information and all corresponding intellectual property rights. 2.7 “Documentation” means the technical, user and reference manuals, notes, instructions and summaries, technical release notes, specifications and any other supporting documentation related to the Cyclomedia Offerings, in digital or printed form. 28 Page 14 of 31 Statement of Work Cyclomedia Technology, Inc. – May24 2.8 “Image Material” means the photographs taken from land, air, or water and digital seamless 360-degrees photographs taken at street-level (“(Geo)Cycloramas”) related to the Cyclomedia Offerings, in digital or printed form, including the associated metadata, and offered for use with the Software. 2.9 “Information Products” means the data, datasets and/or object information and/or change detection data related to the Cyclomedia Offerings in any form, including but not limited to LiDAR data, LiDAR point clouds, 3D data and data regarding objects in the public space, such as traffic signs, road markings, pedestrian ramps and light poles. 2.10 “Marks” means any trademarks, service marks and logos, whether registered or unregistered. 2.11 “Statement of Work” or “SOW” means the form signed by Customer that specifies the Services Customer is purchasing, in the form contained in Exhibit A. 2.12 “Service(s)” means the provision of Software, Image Material, Information Products, hosting and maintenance and professional services as described in a Service Schedule and specified in a Statement of Work. 2.13 “Software” means the object code version of the Cyclomedia software, whether such software is accessed remotely over the Internet or is provided on media to Customer for use on computing devices under the control of Customer. 2.14 “Subscription Term” means the term during which Services are made available to Customer over the Internet, as defined in a Statement of Work. 2.15 “Third Party Technology” means the object code version of software or other technology that is licensed by Cyclomedia or Customer from third parties, whether such software or technology is accessed remotely over the Internet or is provided on media for use on computing devices under the control of Cyclomedia or Customer, as applicable. 3. RESPONSIBILITIES. 3.1 Cyclomedia Responsibilities. To induce the Customer to enter into this Agreement, Cyclomedia makes the following representations: a. Cyclomedia has familiarized itself with the nature and extent of this Agreement, all exhibits including but not limited to the Scope of Services, and with all local conditions and federal, state and local laws, ordinances, rules, and regulations that in any manner may affect cost, progress or performance of the Scope of Services. b. Cyclomedia represents and warrants to the Customer that it has the experience and ability to perform the services required by this Agreement; that it will perform the services in a professional, competent and timely manner and with diligence and skill; that it has the power to enter into and perform this Agreement and grant the rights granted in it; and that its performance of this Agreement must not infringe upon or violate the rights of any third party, whether rights of copyright, trademark, privacy, public, Customer, libel, slander or any other rights of any nature whatsoever, or violate any federal, state and municipal laws. The Customer will not determine or exercise control as to general procedures or formats necessary to have these services meet this warranty. c. Cyclomedia must ensure the Services delivered under this Agreement are adequately secure, and must provide a secure environment for all of the Customer’s 29 Page 15 of 31 Statement of Work Cyclomedia Technology, Inc. – May24 Confidential Information, which may include, but is not limited to any hardware and software (including servers, network and data components) to be provided or used by the Cyclomedia as part of its performance under this Agreement. Cyclomedia represents that the security measures it takes in performance of its obligations under this Agreement are, and at all times will remain in compliance with all applicable laws and regulations governing Cyclomedia's access to, use of, and handling of the Customer’s Data. d. If Cyclomedia creates a new version of the Services, it must make the new version available to the Customer at no additional cost. Cyclomedia must also provide the Customer with any additional features or functionalities of the Services that it may develop at no additional cost to the Customer. 3.2 Customer Responsibilities. Customer (i) will provide or upload sufficient Customer Data, in a suitable format, for Cyclomedia to provide the Services; (ii) will have suitable computing devices to be able to access the Cyclomedia Offerings; (iii) will not use the Cyclomedia Offerings for any inherently dangerous application or for an illegal activity; (iv) is solely responsible for backing up all Customer Data; (v) promptly will report to Cyclomedia any unauthorized use of the Cyclomedia Offerings; and (vi) will comply with all Customer requirements and use guidelines contained in the applicable Service Schedule (“Use Guidelines”). Customer shall allow each Authorized User access to the Services on a maximum of three computing devises. 3.3 User Names, Passwords and Compliance. Customer is responsible for keeping its user name(s) and password(s) confidential and secure, and limiting access to the Cyclomedia Offerings to its Authorized Users. Customer is solely responsible and liable for any activity that occurs under its account, including without limitation all actions of Authorized Users. Customer will notify Cyclomedia in writing within 3 days of Customer’s discovery of any unauthorized use. CUSTOMER HAS SOLE RESPONSIBILITY FOR (I) ENSURING ITS OWN COMPLIANCE WITH ALL APPLICABLE LAWS OR REGULATIONS, AND (II) THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, AND APPROPRIATENESS OF ALL CUSTOMER DATA AND ACTIVITIES. 3.4 Cyclomedia Data Collection. The Cyclomedia Offerings may collect certain non- personally identifiable information that resides on Customer’s computer system or is generated by Customer’s use of the Cyclomedia Offerings, including, without limitation to, statistics relating to how often data is captured, transferred, stored, copied, manipulated, or downloaded, performance metrics relating to the Cyclomedia Offerings, and configuration settings. This information may be used by Cyclomedia without restriction. 3.5 Subcontractors; Third Party Technology. Cyclomedia shall have the right to use or subcontract with third parties to provide the Cyclomedia Offerings; provided, however, that Cyclomedia is not released from responsibility for its obligations under these Terms. Cyclomedia shall have the right to use any Third Party Technology in the Cyclomedia Offerings, and such Third Party Technology incorporated in the Cyclomedia Offerings may be subject to the terms and conditions of the third party. 3.6 Delivery. Any delivery dates set forth in the applicable Statement of Works are estimates only and Cyclomedia reserves the right to readjust delivery dates without liability; provided, however, that Cyclomedia shall use commercially reasonable efforts to provide or deliver all Cyclomedia Offerings on or before any applicable delivery dates. Cyclomedia may provide or deliver any Cyclomedia Offerings in whole or in installments. 3.7 Change Orders. If either party wishes to change the scope or performance of the Cyclomedia Offerings, it will submit details of the requested change to the other in writing. Cyclomedia will, within a reasonable time after such request, provide a written estimate to Customer of (a) the likely time required to implement the change; (b) any necessary variations to the fees and other charges for the Cyclomedia Offerings arising from the change; (c) the likely effect of the change on the Cyclomedia 30 Page 16 of 31 Statement of Work Cyclomedia Technology, Inc. – May24 Offerings; and (d) any other impact the change might have on the performance of these Terms. Promptly after receipt of the written estimate, the parties will negotiate and agree in writing on the terms of such change (a “Change Order”). Neither party will be bound by any Change Order unless it is signed in accordance with Section 14. 3.8 Acceptance. In the event parties have not agreed on an acceptance procedure, the Cyclomedia Offerings are deemed accepted upon delivery. If an acceptance procedure has been agreed upon, the acceptance period shall amount to five (5) calendar days after delivery of the Cyclomedia Offerings or, if the parties have agreed in writing that Cyclomedia shall deliver the Cyclomedia Offerings in phases, after completion of the phase in question. In the event that parties have agreed to an acceptance period as set forth in this section, the Cyclomedia Offerings shall be deemed to have been accepted by the Customer when: a) Customer notifies Cyclomedia before the end of the acceptance period that the Cyclomedia Offerings are accepted; b) Customer makes use of any of the Cyclomedia Offerings in its work processes; or c) Cyclomedia has not within the acceptance period received a written notice from the Customer identifying specifically any basis for not approving the Cyclomedia Offerings. If the Customer does not accept the Cyclomedia Offerings, the Customer and Cyclomedia will draft a list of errors preventing acceptance and Cyclomedia will remedy these errors within a reasonable time. When Cyclomedia has not succeeded in remedying all errors within a reasonable period, parties will discuss any possible next steps. 4. FEES AND PAYMENT. 4.1 Payment. The fees related to the Cyclomedia Offerings are included in the Statement of Work. Cyclomedia will invoice Customer for all payments, fees, and other costs due. All fees and costs are due in U.S. dollars and due and payable within thirty (30) days from the date of the invoice, unless the parties otherwise agree in writing. The Statement of Work may include an estimate of the quantity of Image Material and/or the Information Products to be provided and the fees related thereto which takes into account the provided Customer Data. The actual quantity of Image Material and/or Information Additional products or services provided by Cyclomedia may result in a fee adjustment. Any alteration or deviation from the Services will become an additional charge over and above the amount listed in the Scope of Services. The Customer must agree in writing before Cyclomedia bills for any additional charges. If Customer reasonably and in good faith disputes any invoice, Customer will notify Cyclomedia in writing of its objection within 10 days from the date of Customer’s receipt of the invoice, provide a detailed description of the reasons for the objection, and pay the portion of the invoice that is not in dispute. Customer will be billed all applicable taxes in addition to the fees outlined in the applicable Statement of Work. Cyclomedia will apply all payments first to any unpaid costs and fees, then to any accrued and unpaid interest, and the balance to payments due under any invoices in inverse order of their dates. 4.2 Suspension of Services. If Customer’s account is 10 days or more overdue (except with respect to charges then under reasonable and good faith dispute), or if at any time Cyclomedia believes in good faith that the prospect of payment is impaired, in addition to any of its other rights or remedies, Cyclomedia reserves the right to immediately suspend Services and Customer access to the Cyclomedia Offerings, without liability, until Customer pays all overdue amounts in full or in Cyclomedia’s sole judgment provides adequate assurance of Customer’s ability to fulfill its payment obligations, either then due or thereafter arising. Suspension will not relieve Customer of its obligation to pay the total fees owed. 5. TERM; TERMINATION; CHANGES. 5.1 Term. These Terms continue until termination of the later of the last Subscription Term or completion of the Services provided under a Statement of Work (the “Term”). 5.2 Termination for Cause. A party may terminate these Terms or any Statement of Work for cause: (i) 30 days following written notice to the other party of a material breach, provided such 31 Page 17 of 31 Statement of Work Cyclomedia Technology, Inc. – May24 breach remains uncured; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In addition, Cyclomedia may terminate these Terms or any Statement of Work immediately upon a violation of the applicable Use Guidelines. 5.3 Termination for Customer’s Convenience. a. Should conditions arise which, in the sole opinion and discretion of the Customer, make it advisable to the Customer to cease performance under this Agreement, the Customer may terminate this Agreement by written notice to Cyclomedia (“Notice of Termination for Customer’s Convenience”). The termination shall be effective in the manner specified in the Notice of Termination for Customer's Convenience and shall be without prejudice to any claims that the Customer may otherwise have against Cyclomedia. b. Upon receipt of the “Notice of Termination for Customer’s Convenience,” unless otherwise directed in the Notice, Cyclomedia shall immediately cease performance under this Agreement and make every reasonable effort to refrain from continuing work, incurring additional expenses or costs under this Agreement and shall immediately cancel all existing orders or contracts upon terms satisfactory to the Customer. Cyclomedia shall do only such work as may be necessary to preserve, protect, and maintain work already completed or immediately in progress. c. In the event of a termination pursuant to this section, Cyclomedia is entitled to payment for (i) those services Cyclomedia actually rendered on or before the receipt of the Notice of Termination for Customer’s Convenience and (ii) such work as may be necessary to preserve, protect, and maintain work already completed or immediately in progress at the time Cyclomedia received the Notice of Termination for Customer’s Convenience. 5.4 d. Cyclomedia shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination.Effect of Termination. Upon termination of these Terms or a Statement of Work, the parties will return or destroy any Confidential Information disclosed under these Terms. Termination will not relieve Customer of the obligation to pay any fees accrued or payable to Cyclomedia prior to the effective date of termination. Customer is entitled to a refund of prepaid fees if this Agreement is terminated. The provisions of these Terms that should by their nature survive termination of these Terms will survive any termination. 32 Page 18 of 31 Statement of Work Cyclomedia Technology, Inc. – May24 5.5 Regulatory and Legal Changes. If changes in applicable law, regulation, rule or order materially affect delivery of the Services, the parties will negotiate appropriate changes to these Terms. If the parties cannot reach agreement within 30 days after Cyclomedia’s notice requesting renegotiation: (a) Cyclomedia may, on a prospective basis after such 30 day period, pass any increased costs on to Customer; and (b) if Cyclomedia does so, Customer may terminate the affected Service on notice to Cyclomedia delivered within 30 days. 6. OWNERSHIP AND GRANT OF RIGHTS. 6.1 Cyclomedia Property. Title to and ownership of all intellectual property rights relating to the Cyclomedia Property will at all times remain with Cyclomedia, including all adaptations, modifications, derivative works, additions or extensions, whether made by Cyclomedia, Customer, or a third party. Customer Data. As between Cyclomedia and Customer, all Customer Data is owned by Customer. Customer grants Cyclomedia a limited, non-exclusive right to use, access, duplicate, sublicense, and modify the Customer Data solely to perform its responsibilities under these Terms. Customer may access and copy any of the Customer’s Data in Cyclomedia’s possession at any time. Cyclomedia must reasonably facilitate such access and copying promptly after Customer’s request. In any such instance, Cyclomedia may charge its reasonable standard fees for any such access and copying or for any fees related to the de-conversion of data. 6.2 Grant of Rights. During each Subscription Term, Cyclomedia grants to Customer limited, non-exclusive, non-transferable, non-sub-licensable rights to access and use the Cyclomedia Offerings identified in the applicable Statement of Work. Each Service Schedule will specify any additional license rights granted to Customer. All other rights are reserved by Cyclomedia. The Cyclomedia grants the Customer the right to use the Cyclomedia Offerings for the duration of the contract term. If any one of the following occurs: (a) Cyclomedia’s insolvency, bankruptcy, or involvement in an involuntary proceeding for protection of its creditors; (b) Cyclomedia fails to continue development of the Services; or (c) Cyclomedia fails to provide the Customer with the most recent version of the Services contained in the Application. 7. CONFIDENTIAL INFORMATION. 7.1 Definition of Confidential and Proprietary Information. “Confidential Information” means trade secret other non-public information of or concerning a party or its business, suppliers, customers, products, or services, disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”). Without limitation, the Cyclomedia Offerings and Cyclomedia Data are Cyclomedia Confidential Information and Customer Data are Customer Confidential Information. Information will not be considered to be Confidential Information to the extent that it (i) is already known to Receiving Party on a non- confidential basis when first obtained from Disclosing Party, (ii) is or becomes publicly known through no wrongful act of Receiving Party, (iii) is rightfully received by Receiving Party from a third party without restriction, or (iv) was independently developed by Receiving Party without use of any Confidential Information of Disclosing Party. Neither party will use or disclose any Confidential Information of the other party except as permitted by these Terms. Confidential Information of Disclosing Party will be maintained under secure conditions by Receiving Party using reasonable security measures and, in any event, not less than the same security measures used by Receiving Party for the protection of its own Confidential Information. 33 Page 19 of 31 Statement of Work Cyclomedia Technology, Inc. – May24 7.2 Compelled Disclosure. If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, it will, if possible, provide Disclosing Party with prior notice of the compelled disclosure and reasonable assistance, at Disclosing Party’s cost, if Disclosing Party wishes to contest the disclosure. 7.3 Remedies. If Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of Disclosing Party in breach of this Section, Disclosing Party will have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate. 34 Page 20 of 31 Statement of Work Cyclomedia Technology, Inc. – May24 8. LIMITED WARRANTY. 8.1 Cyclomedia Offerings. Cyclomedia warrants the Cyclomedia Offerings will operate in substantial conformity with the applicable Service Schedule and Documentation provided by Cyclomedia to Customer. In the event of any breach of the warranty in this Section, which must be reported in writing by Customer within ten (10) calendar days after Customer discovers or reasonably should have discovered such breach, Customer’s sole and exclusive remedy, and Cyclomedia’s sole obligation, will be for Cyclomedia to correct the reported nonconformity within a commercially reasonable period, as may be further described in the applicable Service Schedule. The media on which Software is delivered is warranted for thirty (30) days following delivery. 8.2 Virus Warranty. Cyclomedia warrants that it has used commercially reasonable efforts to ensure against introduction of any virus into the Customer’s systems. Cyclomedia must immediately advise the Customer, in writing, upon reasonable suspicion or actual knowledge that the Services may contain a Virus. If a Virus is found to have been introduced into the Customer's systems by the Services within 30 days after the Effective Date of this Agreement, Cyclomedia must repair or replace the Services within ten (10) business days. If Cyclomedia cannot accomplish the foregoing within such time, then the Customer must discontinue use of the Services, and Cyclomedia must refund all money paid for the Services and maintenance as set forth in the Scope of Services. Cyclomedia must use all reasonable commercial efforts, at no additional charge, to assist the Customer in reducing the effects of the Virus and, if the Virus causes a loss of operational efficiency or loss of data, to assist the Customer to the same extent to mitigate and restore such losses. In addition, Cyclomedia must indemnify, defend and hold the Customer harmless from any claims, suits, damages, liabilities, losses, and reasonable attorney fees resulting from any such Viruses. The limitation of liability described in agreement does not apply to this indemnification obligation. 8.3 Limitations. Cyclomedia does not make any warranty and is not responsible in any way for Third Party Technology or for loss of Customer Data. Customer acknowledges that communications and transactions conducted on-line may not be absolutely secure, that there may be system or Internet failure that limits Customer’s accessibility to the Cyclomedia Offerings, and that on-line services are not guaranteed to be error-free. By using the Cyclomedia Offerings, Customer accepts all responsibility and risk associated with the use of the Cyclomedia Offerings and the Internet generally. 9. LIMITATION OF LIABILITY. Cyclomedia’s liability for contract damages is limited to direct damages. Damages caused by injury to persons or tangible property, or arising from any Cyclomedia indemnification under this Agreement, are not subject to a cap on the amount of damages. 10. CUSTOMER REPRESENTATIONS AND WARRANTIES. a. Regulations. Customer represents and warrants that it is currently complying and will continue to comply with all requirements of laws and regulations applicable to Customer’s use of the Cyclomedia Offerings, and all other applicable federal, state and local laws, regulations and guidelines, including but not limited to those relating to export control, anti-corruption, and anti-terrorism (“Regulations”). b. Reliance. In connection with the performance of the Services, the parties agree that Cyclomedia may rely upon the Customer Property. Customer represents and warrants that the Customer Property is complete and accurate. If any error results from incorrect Customer Property supplied by Customer, Customer shall be responsible for discovering and reporting such error, payment of any and all 35 Page 21 of 31 Statement of Work Cyclomedia Technology, Inc. – May24 fees and expenses incurred by Cyclomedia due to such error, payment for any additional Services to be performed by Cyclomedia due to such error, and supplying the Customer Property necessary to correct such error by reprocessing at the earliest possible time. 11. INDEMNIFICATION. a. For other than professional services rendered, to the fullest extent permitted by law, Cyclomedia agrees to release, defend, indemnify, and hold harmless the Customer, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section as the Customer) from and against any and all claims, demands, actions, fees and costs (including attorney’s fees and the costs and fees of expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties that may be asserted against, recovered from or suffered by the Customer occasioned by, growing or arising out of or resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of Cyclomedia; or (ii) any negligent, reckless, or intentional misconduct of any of Cyclomedia’s agents. For the professional services rendered, to the fullest extent permitted by law, Cyclomedia agrees to indemnify and hold the Customer harmless against claims, demands, suits, damages, losses, and expenses, including reasonable defense attorney fees, to the extent caused by the negligence or intentional misconduct of the Cyclomedia or Cyclomedia’s agents or employees. Such obligations must not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the Customer as indemnitee(s) which would otherwise exist as to such indemnitee(s). Cyclomedia’s indemnity under this Section must be without regard to and without any right to contribution from any insurance maintained by Customer. Should the Customer be required to bring an action against the Cyclomedia to assert its right to defense or indemnification under this Agreement or under the Cyclomedia’s applicable insurance policies required below, the Customer must be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Cyclomedia was obligated to defend the claim(s) or was obligated to indemnify the Customer for a claim(s) or any portion(s) thereof. In the event of an action filed against the Customer resulting from the Customer’s performance under this Agreement, the Customer may elect to represent itself and incur all costs and expenses of suit. Cyclomedia also waives any and all claims and recourse against the Customer, including the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except “responsibility for [Customer’s] own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent” as per 28-2-702, MCA. These obligations must survive termination of this Agreement and the services performed hereunder. In addition to and independent from the above, Cyclomedia must at Cyclomedia’s expense secure insurance coverage through an insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the liabilities and obligations specifically assumed 36 Page 22 of 31 Statement of Work Cyclomedia Technology, Inc. – May24 by Cyclomedia in this Section. The insurance coverage must not contain any exclusion for liabilities specifically assumed by Cyclomedia in this Section. The insurance must cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by the Customer without limit and without regard to the cause therefore and which is acceptable to the Customer. Cyclomedia must furnish to the Customer an accompanying certificate of insurance and accompanying endorsements in amounts not less than as follows:  Workers’ Compensation – statutory;  Employers’ Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate;  Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate;  Automobile Liability - $1,000,000 property damage/bodily injury per accident;  Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate; and  Cyber Liability - $2,000,000 per occurrence; $2,000,000 annual aggregate. The Commercial General Liability and Automobile Liability limits are exclusive of defense costs, and the Customer must be endorsed as an additional insured on a primary non-contributory basis on the Commercial General, and Automobile Liabilitypolicies. The insurance and required endorsements must be in a form suitable to Customer and must include no less than a thirty (30) day notice of cancellation or non-renewal. Cyclomedia must notify Customer within two (2) business days of Cyclomedia’s receipt of notice that any required insurance coverage will be terminated or Cyclomedia’s decision to terminate any required insurance coverage for any reason. 12. Nondiscrimination and Equal Pay. Cyclomedia agrees that all hiring by Cyclomedia of persons performing this Agreement must be on the basis of merit and qualifications. Cyclomedia will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti- discrimination laws, regulations, and contracts. Cyclomedia will not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. Cyclomedia must be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. Cyclomedia represents it is, and for the term of this Agreement will be, in compliance with the requirements of the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act). Cyclomedia must report to the Customer any violations of the Montana Equal Pay Act that Cyclomedia has been found guilty of within 60 days of such finding for violations occurring during the term of this Agreement. Cyclomedia must require these nondiscrimination terms of its subcontractors providing services under this Agreement. 13. NON-SOLICITATION. During the Term and for a period of 6 months following the termination or expiration of these Terms, Customer agrees not to solicit, nor attempt to solicit, the services of any employee or sub-contractor of Cyclomedia who provides services to Customer during the Term without prior written consent. Customer will not be in violation this Section if an employee or subcontractor of Cyclomedia responds to a public advertisement of an open position and is subsequently hired. Violation of this provision will entitle Cyclomedia to assert liquidated damages against Customer equal to fifty percent (50%) of the solicited person’s annual compensation and all reasonable legal fees incurred by Cyclomedia in enforcing its rights under this Section. 37 Page 23 of 31 Statement of Work Cyclomedia Technology, Inc. – May24 14. CHOICE OF LAW; DISPUTE RESOLUTION. These Terms will be interpreted and construed in accordance with the laws of the State of Montana and the United States, excluding conflict of laws provisions. All disputes relating to these Terms will be subject to the exclusive jurisdiction of state and federal courts in Montana, and the parties will submit to the personal and exclusive jurisdiction and venue of these courts; provided, however, that the foregoing does not prohibit Cyclomedia from instituting an action in any court of competent jurisdiction to obtain injunctive relief to protect or enforce its intellectual property rights. 14. RELATIONSHIP OF THE PARTIES. The parties are independent contractors, and neither party has any power or authority, nor will it represent that it has any power or authority, to bind the other party or to assume or create any obligation or responsibility, express or implied, on behalf of the other party, or in the other party’s name. Cyclomedia is not authorized to represent the Customer or otherwise bind the Customer in any dealings between Cyclomedia and any third parties. a. GENERAL. Assignment. These Terms binds the parties’ representatives, successors, and assigns, except that neither party may assign these Terms without the prior written consent of the other party unless it is: (a) to an affiliate of the party; or (b) to a purchaser of all or substantially all of the business or assets of the party, whether by merger or otherwise, and written notice is provided within 30 days to the other party. Notices. Any written notice required to be given to a party will be given by personal delivery to that party, or mailed by registered or certified mail, return receipt requested, postage prepaid, to that party at that party’s address on the Statement of Work. Force Majeure. Except for the obligation to make payments, neither party will be liable for delays or breaches in its performance under these Terms due to causes beyond its reasonable control. Modifications; Severability; Waiver. Any modification of these Terms will be effective only if in writing and signed by both parties. Any provision of these Terms that is held to be invalid, illegal or unenforceable will be severed from these Terms, and the remaining provisions will remain in full force and effect. No failure or delay by either party to exercise any right or remedy will be construed as a current or future waiver of such remedy or right. Counterparts. These Terms may be executed in any number of counterparts, each of which will be deemed an original, and all of which taken together will constitute one and the same instrument. Facsimile signatures, or other electronic signatures, are binding and have the same effect as a handwritten signature. Dispute Resolution. Any claim, controversy, or dispute between the Parties, their agents, employees, or representatives must be resolved first by negotiation between senior-level personnel from each Party duly authorized to execute settlement agreements. Upon mutual agreement of the Parties, the Parties may invite an independent, disinterested mediator to assist in the negotiated settlement discussions. If the Parties are unable to resolve the dispute within thirty (30) days from the date the dispute was first raised, then such dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. Survival. Cyclomedia’s indemnification must survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. Headings. The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. Severability. If any portion of this Agreement is held to be void or unenforceable, the balance thereof must continue in effect. Applicable Law. The Parties agree that this Agreement is governed in all respects by the laws of the State of Montana. Binding Effect. This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the Parties. Integration. This Agreement and all Exhibits attached hereto constitute the entire agreement of the Parties. Covenants or representations not contained herein or made a part thereof by reference, are not binding upon the Parties. There are no understandings between the Parties other than as set forth in this Agreement. All communications, either verbal or written, made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. Counterparts. This Agreement may be executed in counterparts, which together constitute one instrument. Consent to Electronic Signatures. The Parties have consented to execute this Agreement 38 Page 24 of 31 Statement of Work Cyclomedia Technology, Inc. – May24 electronically in conformance with the Montana Uniform Electronic Transactions Act, Title 30, Chapter 18, Part 1, MCA. 39 Page 25 of 31 Statement of Work Cyclomedia Technology, Inc. – May24 SERVICE SCHEDULE Street Smart Cloud - Software as a Service (“SaaS”) This Service Schedule applies in addition to the General Terms and Conditions (“Terms”) to the provision of Street Smart Cloud, a secure, scalable service that includes the hosting and provision of Image Material, Information Products and Software. 1. Definitions. In addition to terms defined in the Terms, the following terms will have the following meanings: 1.1 “Cyclomedia Site” means the website provided by Cyclomedia to Customer so it may access Street Smart, Information Products and Image Material on a remote basis. 1.2 “Subscription Fee” means the annual fee for a Street Smart Cloud Subscription. 1.3 “Subscription Start Date” means the date that the Statement of Work is submitted or is otherwise identified on the Statement of Work. 1.4 “Subscription Term” means the period defined in the applicable Statement of Work. 1.5 “System” means the computers, servers and related equipment used by or on behalf of Cyclomedia to provide access to the Services. 15. Cyclomedia Responsibilities. In addition to the Section 3 in General Terms and Conditions of Cyclomedia Technology, Inc., Cyclomedia will provide access to the Cyclomedia Site as of the Subscription Start Date, respond to Service incidents, and host and maintain the Cyclomedia Site and Customer Data as set forth in this Schedule and the Terms. Cyclomedia will make reasonable efforts to make the Cyclomedia Site available to the Customer twenty-four hours a day, seven days a week. 16. Customer Responsibilities. In addition to the Section 3 in General Terms and Conditions of Cyclomedia Technology, Inc., Customer (i) will upload sufficient Customer Data, in a suitable format, for Cyclomedia to provide the Services; (ii) will have suitable computing devices to access the Cyclomedia Offerings; (iii) is solely responsible for providing adequate security of Customer’s internal systems, Customer Data and for all third-party fees associated with provision of the Services; and (iv) will comply with all third party acceptable use policies related to Third Party Technology used to view the Image Material. 17. Use Guidelines. Customer will use the Services including any (downloaded) Image Material or Information Products and adaptions, modifications, derivative works, additions or extensions thereof, solely for its internal business purposes and the specific purposes agreed upon in writing and will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit the Services; (ii) attempt in any way to circumvent or otherwise interfere with any security precautions, procedural controls, or other measures relating to the Cyclomedia Offerings; (iii) attempt to reverse engineer or decompile any component or element of the Cyclomedia Offerings, (iv) transfer to third parties or permit third parties to use Customer’s user name and password or Cyclomedia Property, (v) disclose the Image Material or the Information Products or adaptions, modifications, derivative works, additions or extensions thereof to the public (including all conceivable Internet applications), (vi) systematically download the Image Material and/or the Information Products, (vii) use the Image Material and/or the Information Products for systematic extraction, inventory, annotation and/or change detection of (characteristics of) objects and 'points of interest' (hereinafter "Data Analysis") for commercial purposes of any nature whatsoever, including but not limited to renting, leasing, (sub)licensing, selling, alienating, pledging, transferring as security or under any title whatsoever and allowing third parties to use (the results 40 Page 26 of 31 Statement of Work Cyclomedia Technology, Inc. – May24 of) the Data Analysis for any purpose whatsoever. (viii) use the System or the Services for any acts that are contrary to any applicable Regulations, or (ix) copy any Documentation other than is necessary for the purposes permitted under these Terms and for backup purposes, provided that Customer shall not remove any of Cyclomedia’s Marks when copying such Documentation. Cyclomedia may immediately suspend all access to the Cyclomedia Site and disable all Authorized User logins in the event Cyclomedia reasonably suspects a misuse of the Services. If the Customer intends to use the Services including any (downloaded) Image Material or Information Products and adaptions, modifications, derivative works, additions or extensions thereof, for purposes other than those agreed upon pursuant to this Article, the Customer will request Cyclomedia in writing for its upfront approval of such intended purposes. Approval by Cyclomedia will be at her sole discretion but shall not be unreasonably withheld. Upon reasonable notice to Customer, Cyclomedia may audit and inspect the use of the Services by the Customer in the event Cyclomedia reasonably suspects a misuse of the Services. Customer will give Cyclomedia access to its facilities, offices, and any information needed by Cyclomedia to evaluate the use of the Services and Customer agrees to correct any deficiencies found during an audit at its expense. 18. Management of Services. Cyclomedia is at all times entitled to make changes in the log-in procedure. Cyclomedia will notify Customer about such changes as soon as possible. Without prior notice being required, Cyclomedia is entitled to discontinue the operation of the System and/or the Services temporarily or to restrict use to the extent this is reasonably necessary for maintenance purposes or for necessary adjustments to or improvements in the System and/or Services without the Customer or an Authorized User being entitled to claim any compensation from Cyclomedia. 19. Payment. In addition to Section 4 of in General Terms and Conditions of Cyclomedia Technology, Inc., Customer shall pay the agreed-upon Subscription Fee in advance. Cyclomedia may change its fees from time to time; provided, however, that Cyclomedia shall provide 30 days written notice of any change in fees. In the event that Cyclomedia increase its fees pursuant to this Section, Customer shall have the right to terminate its current Statement of Work effective the date of such change in fees. Customer’s obligation to payment of fees remains in full force and effect during any periods when the Services are inoperable. 20. Suspension of Service. In addition to Section 4 of in General Terms and Conditions of Cyclomedia Technology, Inc., Cyclomedia has the right to suspend, terminate, or otherwise restrict the Customer’s use of the Services or the Software if such use (a) results in a failure or delay of any network or system of Cyclomedia or a third party, (b) is in violation of the Use Guidelines, or (c) if necessary or desirable for maintenance or improvement purposes. 21. Effect of Termination. Customer has (30) days after the effective date of termination of this Agreement, or after the termination of a Statement of Work, to return or destroy any Confidential Information of Cyclomedia. Customer is entitled to a refund of prepaid fees if this Agreement is terminated. 22. Warranty. In addition to Section 9 of in General Terms and Conditions of Cyclomedia Technology, Inc., Cyclomedia warrants that the Cyclomedia Offerings will operate in substantial conformity with the Documentation. Cyclomedia does not guarantee that Customer’s access to or use of the Cyclomedia Offerings will be uninterrupted or error-free. 41 Page 27 of 31 Statement of Work Cyclomedia Technology, Inc. – May24 In Witness Whereof, the parties have executed this Agreement. Cyclomedia Technology, Inc. Bozeman, MT Customer By: By: Print Name: Darren Cottage Print Name: Title: EVP of Sales - US Title: Date: Date: 42 Page 28 of 31 Statement of Work Cyclomedia Technology, Inc. – May24 SCHEDULE A Data Dictionary - Asset Inventory Services Datasets to be Delivered (NOTE: additional assets and attribution available for scoping – pricing available upon request) Product Name Feature Geom Type Geom Description Attributes Notes Road Service Analysis – ASTM* (RSA-ASTM) Individual Road Defects Asphalt Polygon Polygons of individual defects by type – as listed in Product Specification UniqueID See Cyclomedia Product Specification Road Surface Analysis ASTM (2024.1) for full product details DefectType Size Length Severity Pavement Road Name InspectDate Individual Road Defects Concrete Polygon Polygons of individual defects by type – as listed in Product Specification UniqueID DefectType Size Length Severity Pavement Road Name InspectDate ASTM Scoring Road Segments Asphalt Polygon Polygon SegmentID PCI Score PCI Rating Pavement/%Asphalt Length InspectDate ASTM Scoring Road Segments Concrete Polygon Polygon SegmentID PCI Score PCI Rating Pavement/%Asphalt Length InspectDate 43 Page 29 of 31 Statement of Work Cyclomedia Technology, Inc. – May24 Item Feature Feature Description Geom Type Geom Description Field Alias 1 Traffic Sign w/ Condition Assessment Traffic and pedestrian signage along public roadways with condition assessment Point Point in the relative center of the sign ID Sign Height Sign Width MUTCD Code StructureID Condition Easting Northing Elevation Recorded At Street Smart URL 2 Sign Support w/ Condition Assessment Post or pole supporting a sign with condition assessment of post/pole lean Point Point at the base of the sign support or at the relative center of the supports when a sign has multiple supports ID Post Type Sign Count Condition Easting Northing Elevation Recorded At Street Smart URL 3 Pavement Striping w/ Condition Assessment Pavement striping with condition assessment Line Line along center of each stripe of paint, continuous on dashed and solid lines ID Color Pattern Length Condition Recorded At Street Smart URL 4 Pavement Messages Pavement symbology and messaging Point Point at the relative center of the word or symbol. Symbols that are multi-part ID Type Easting 44 Page 30 of 31 Statement of Work Cyclomedia Technology, Inc. – May24 such as crosswalks and yield lines are a single point. Northing Elevation Recorded At Street Smart URL 5 ADA Ramps w/ Measurements ADA pedestrian ramps with comprehensive measurements Point Point placed in the relative center of the ramp with comprehensive measurements. ID Curb Ramp Type Adjacent Sidewalk Width Adjacent Sidewalk Cross Slope Adjacent Sidewalk Passing Space RampWidth Running Slope Cross Slope Flare Slope A Flare Slope B Turning Space Turning Space Width Turning Space Length Turning Space Cross Slope Detectable Warning Surface Length Detectable Warning Surface Spans Width of Curb Cut Truncated Dome Spacing Detectable Warning Surface Within 5’ of Curb Line/Grade Break Color Contrast Lip Present Gutter Flowline Slope Gutter Counter Slope Pedestrian Signal Height 45 Page 31 of 31 Statement of Work Cyclomedia Technology, Inc. – May24 Pedestrian Signal Location Crosswalk Clear Space Easting Northing Elevation Recorded At Street Smart URL NOTE: Full Product Specifications detailing each product, feature, and associated attributes (e.g., extraction details and descriptions of each attribute) are available on request. 46 Atachment B - Statement Of Work - 47 Page 1 of 31 Statement of Work Cyclomedia Technology, Inc. – Version Apr2023 Statement of Work (“SOW”) This STATEMENT OF WORK is prepared for the City of Bozeman, MT having its registered office at 121 N Rouse Ave, Bozeman, MT 59715 (hereinafter referred to as “Company”) and Cyclomedia Technology, Inc., a Delaware corporation having its registered office at 8215 Greenway Blvd, Suite 300 Middleton, WI 53562 (hereinafter referred to as “Cyclomedia”), as of ___________ (“Issue Date”). This statement of work details services to be performed and products to be delivered by Cyclomedia Technology, Inc. to the City of Bozeman, MT (the “Client”), pricing and payment terms, and the designated project areas with respect to the defined deliverables. 1. Deliverables / Professional Services 1.1. Professional Services 360-degrees GeoCycloramas™ will be captured for approximately 365 total miles which will include LiDAR capture and processing, that will be generated from the shapefiles provided by the Client. a. Prices include cloud-based storage and access for the duration of the license term. b. All standard license terms and agreements apply. See attached License Agreement. c. As long as Client continues to be an active customer (i.e. has a current license to Cyclomedia Imagery), no additional fees will be charged for storing historical data. d. Privacy Filter Option – face and vehicle license plate blurring must be included for public websites. e. Elevation Visualization Tool – generated from the LiDAR point cloud, allows users to rapidly visualize change in elevations and make measurements within the solution (i.e. water issues, slopes, crowns, pot-holes, etc.). f. Technical Support Fee – Dedicated support for customers working with Cyclomedia’s Street Smart Plug-in(s) such as Esri integrations. g. Asset Inventory Services (feature extraction) are available upon request for an additional cost. Costs are determined by scope and attribution which are often customized for project requirements. See Schedule A, Datasets to be Delivered, for the data table(s) included in this SOW. h. Two hours of web-based training are included; onsite training optional for additional fee(s). i. The Client’s access to and use of the Professional Services is subject to the Client accepting and agreeing to the Cyclomedia End User Terms and Service Schedule attached as License Agreement. 1.2. Software Unlimited logins for Client staff to access GeoCycloramas using Street Smart web applications for the duration of the license term. Staff with licenses for the appropriate Esri™ products can also access GeoCycloramas using, Street Smart for ArcGIS and the Street Smart Widget for ArcGIS Web AppBuilder. 2. Fee Schedule  Prices valid 45 days from date of Statement of Work. 2.1. Professional Services 48 Page 2 of 31 Statement of Work Cyclomedia Technology, Inc. – Version Apr2023 SERVICE PRICE TOTAL FY25 2024-25 (Capture 1) 365 Miles – 3D GeoCyclorama Imagery with LiDAR (Capture & 1-yr License) $150 / drive mile $54,750 365 Miles – Point Cloud Viewer $10 / drive mile $3,650 365 Miles – Elevation Visualization Tool $5 / drive mile $1,825 Annual Technical Support Fee (includes ESRI ArcGIS integration support) $2,500 / year $2,500 365 Miles – Data Analytics: Road Surface Analysis (RSA) (see “Schedule A” Datasets to be Delivered) $185 / drive mile $67,525 Data Analytics – Road Surface Analysis (RSA) GIS Set-up Fee (Road Polygons & Analysis) $2,750 flat fee $2,750 365 Miles – Data Analytics: Asset Extraction (see “Schedule A” Datasets to be Delivered) - Pavement Striping & Condition - Pavement Symbols/Messages - ADA Ramps w/ Measurements $158 / drive mile $57,670 Onsite Training $1,750 flat fee $1,750 Web-based Training (2 hours) Included Included 2024 Fees TOTAL $192,420 FY26 2025-26 (Capture 2) 365 Miles – 3D GeoCyclorama Imagery* with LiDAR (Capture & 1-yr License) $150 / drive mile $54,750 365 Miles – Point Cloud Viewer $10 / drive mile $3,650 365 Miles – Elevation Visualization Tool $5 / drive mile $1,825 Annual Technical Support Fee (includes ESRI ArcGIS integration support) $2,500 / year $2,500 2025 Fees TOTAL $62,725 FY27 2026-27 (Capture 3) 365 Miles – 3D GeoCyclorama Imagery* with LiDAR (Capture & 1-yr License) $150 / drive mile $54,750 365 Miles – Point Cloud Viewer $10 / drive mile $3,650 365 Miles – Elevation Visualization Tool $5 / drive mile $1,825 Annual Technical Support Fee (includes ESRI ArcGIS integration support) $2,500 / year $2,500 2026 Fees TOTAL $62,725 FY28 2027-28 (Capture 4) 365 Miles – 3D GeoCyclorama Imagery* with LiDAR (Capture & 1-yr License) $150 / drive mile $54,750 365 Miles – Point Cloud Viewer $10 / drive mile $3,650 365 Miles – Elevation Visualization Tool $5 / drive mile $1,825 Annual Technical Support Fee (includes ESRI ArcGIS integration support) $2,500 / year $2,500 49 Page 3 of 31 Statement of Work Cyclomedia Technology, Inc. – Version Apr2023 365 Miles – Data Analytics: Road Surface Analysis (RSA) (see “Schedule A” Datasets to be Delivered) $185 / drive mile $67,525 Data Analytics – Road Surface Analysis (RSA) GIS Set-up Fee (Road Polygons & Analysis) $2,750 flat fee $2,750 365 Miles – Data Analytics: Asset Extraction (see “Schedule A” Datasets to be Delivered) - Traffic Signs, Supports & Condition - Pavement Striping & Condition - Pavement Symbols/Messages $182 / drive mile $66,430 2027 Fees TOTAL $199,430 FY29 2028-29 (Capture 5) 365 Miles - 3D GeoCyclorama Imagery* with LiDAR (Capture & 1-yr License) $150 / drive mile $54,750 365 Miles – Point Cloud Viewer $10 / drive mile $3,650 365 Miles – Elevation Visualization Tool $5 / drive mile $1,825 Annual Technical Support Fee (includes ESRI ArcGIS integration support) $2,500 / year $2,500 2028 Fees TOTAL $62,725 TOTAL SOW FEES $580,025 * Any mileage delivered over the contracted amount will be invoiced at the contracted rate ($150) per mile. Should the Client decide after that time to not have Cyclomedia re-drive before expiration of the current, annual license, but wishes to continue to access imagery, there is a $10.00 per mile annual hosting/renewal fee. NOTE: Client required to download LiDAR point cloud data within 60 days of availability if the Client does not choose to buy 3D GeoCycloramas with LiDAR Point Cloud Integration and Hosting. A premium fee will be charged for Cyclomedia to host the LiDAR Point Cloud Data over the license term. 2.2. Invoicing A Mobilization fee of 30% of the 3D GeoCyclorama license fee for FY25 (Capture 1) will be invoiced on signature of License Agreement. Mobilization fees for subsequent years will be invoiced on vehicle deployment. All other elements of the offer will be invoice upon delivery to the Client, including:  The remainder (70%) of GeoCyclorama license fees  Data Analytics fees  Licensed software tools (e.g., Point Cloud Viewer, Elevation Visualization Tool)  Technical Support fees  Training fees 50 Page 4 of 31 Statement of Work Cyclomedia Technology, Inc. – Version Apr2023 Cyclomedia Technology Inc. will invoice as follows for FY25 (Capture 1):  30% of 3D GeoCyclorama as a mobilization fee – $16,425  Remaining 70% of 3D GeoCyclorama upon complete publishing of imagery – $38,325 o Imagery may be delivered and billed in Phases (e.g., Phase 1 & 2)  Data Analytics – Road Surface Analysis (RSA) upon delivery – $70,275 o RSA data may be delivered and billed in Phases (e.g., Phase 1 & 2)  Data Analytics – Asset Feature Extraction upon delivery – $57,670 o Asset data may be delivered and billed in Phases (e.g., Phase 1 & 2)  Point Cloud Viewer upon complete publishing of imagery – $3,650  Elevation Visualization Tool complete publishing of imagery – $1,825  ESRI Integration support upon complete publishing of imagery – $2,500  Onsite Training upon delivery – $1,750  Net 30-day payment terms 2.3. Optional Products / Services a. Asset Extraction Services: Available Upon Request b. Customer Support: Service Portal, Troubleshooting No Additional Charge c. Training: Up to two hours of web-based training is included with the license agreement. 3. Corporate Information Legal Entity Cyclomedia Technology, Inc. Business Address 8215 Greenway Blvd, Suite 300 Middleton, WI 53562 General Contact Information Info-us@Cyclomedia.com +1.510.900.5142 Point of Contact Connor Burns, Account Executive | E: cburns@cyclomedia.com | T: +1.906.4402 3.1. Cyclomedia Technology, Inc. Project Team Serge Lupas, Chief Executive Officer slupas@cyclomedia.com +1.510.900.5142 Connor Burns, Account Executive cburns@cyclomedia.com +1.906.4402 Andrew Bohnsack Operations Manager abohnsack@cyclomedia.com +1.360.502.3923 Brock Duos, Solution Engineer bduos@cyclomedia.com +1.318.446.0520 3.2. Cyclomedia Content Our patented technology creates a GeoCyclorama™ which is a spherical 360-degrees panoramic image. More than just pictures, GeoCycloramas provide an immediate and comprehensive overview of the geography. GeoCycloramas are recorded every five (5) meters (approximately 16.4 ft.); providing multiple viewing perspectives of all objects. 51 Page 5 of 31 Statement of Work Cyclomedia Technology, Inc. – Version Apr2023 3.3. Software 3.3.1. Street Smart™ This interactive web viewer built on HTML5 technology provides cloud access to GeoCycloramas and tools.  Use Street Smart on the desktop  Conduct searches with address, postal code or coordinates  Integrate with your own applications and work processes using the  Street Smart API  Where historical GeoCycloramas exist, “time travel” to see previous dates  Save GeoCyclorama views as images 3.3.2. Street Smart Widget for Web AppBuilder for ArcGIS Bring GeoCyclorama display into applications created using Web AppBuilder with the Street Smart widget.  Add recording point layer to web map used in the application  View GeoCycloramas  Where historical GeoCycloramas exist, “time travel” to see previous dates  Save GeoCyclorama views as images  Edit feature layers in the web map with the measurement tool or enable ad hoc measuring 3.3.3. Street Smart for ArcGIS Desktop Visualization, measurement and overlay tools within ArcMap or ArcGIS Pro allow you to fully leverage the power of GeoCycloramas within your existing ArcGIS environment.  Open GeoCycloramas from a recording point layer added to the map  View one or multiple GeoCycloramas  Measure on GeoCycloramas  Use the native editing capabilities of ArcGIS to collect features in 2D or 3D  Save GeoCyclorama views as images 3.3.4. Hosting  Street Smart Cloud – Secure, scalable hosting service managed by Cyclomedia is included with the License Agreement. Cyclomedia processes and stores GeoCycloramas in the Microsoft Azure Cloud.  Street Smart Administrator – The named administrator can view the settings and statistics for the customer account in the Street Smart account tool. New accounts, restrictions and permissions are managed by Cyclomedia.  For active customers with multiple data collections, the two most current GeoCyclorama collections are stored as high-definition 100-megapixel images. Unless prior arrangement is made, older years are resampled to 11 megapixels. 3.3.5. Developer Tools Street Smart APIs are industry standard Javascript APIs. Documentation, code examples and support are available through our website. 52 Page 6 of 31 Statement of Work Cyclomedia Technology, Inc. – Version Apr2023 3.4. Acquisition Cyclomedia’s solution will provide the Client with high resolution, 100-megapixel images captured every 5-meters with high accuracy. Multiple images will be available in which to view, analyze, and measure assets. In order to determine the proper coverage, Cyclomedia will refer to the Shapefiles provided by the Client that delineate the area to be driven in one or multiple passes. The Cyclomedia vehicle is equipped with a tracking device. This enables Cyclomedia managers to login and track the location of the driver. Images will not be collected during rainstorms, dust storms, with snow cover, at night or during any other environmental factors that will obscure the image quality and detail. It is Cyclomedia’s standard operating procedure that imagery is only collected when the sun angle is at least 12- degrees above the horizon and with minimal moisture in the environment. 4. Production During the image production phase, Cyclomedia will ensure that the imagery is of high quality and meets internal quality control standards for imagery including, at a minimum, images will be free of digital artifacts, excessive shadows, radiometric and tonal imbalance, glare, extreme contrast, smearing, warping or distortion of features, ghosting, voids, and artificial colorations. The raw position measurements from the GPS/IMU sensors in the vehicle, plus the reference data from a network of permanent GNSS reference stations, are processed into an accurate position and orientation for each 360-degrees image. Our patent portfolio enables Cyclomedia alone to construct geometrically correct 360-degrees images from a moving vehicle, creating distortion-free street level imagery. Our unmatched location fidelity, with an average standard deviation across projects of 10 cm and approximately 3.9-inches allows our imagery to become a valuable GIS asset. The five images captured by our camera unit at each recording point are prepared for editing including adjustment for white balance, chromatic aberration, de-mosaicking (color filter array interpolation), color artifacts reduction and tone mapping and then combined into a 360-degrees view. Several different image operations are performed on the 360-degrees image soon after, including local contrast enhancement, sharpening and adaptive histogram enhancements. The LiDAR data is processed to produce a depth surface for Cyclomedia’s Measure Smart technology. Measure Smart is enhanced measuring technology that relies on the depth surface rather than calculating location based on pixel locations in multiple GeoCycloramas. Measure Smart makes measuring quicker and easier. As soon as these steps are done, quality reports are automatically generated. These reports are used in the manual controls to approve a series of images. Images may be rejected after the automated reporting or after visual inspection. Examples of problems that are caught by the quality control process are over or underexposure, wide class differences between the front and rear camera, or high inaccuracy in the position. In addition, systematic series of images are randomly checked for visible defects, such as dirt or water on the lenses or low sun angle glare. Quality control requires that images in urban areas are 53 Page 7 of 31 Statement of Work Cyclomedia Technology, Inc. – Version Apr2023 visually inspected every tenth image and those in outlying areas are inspected every tenth image. In addition, the team will also check whether the recordings completely cover the project area. This completeness check is done based on the recording locations compared with the Client’s map or Open Street Map data stored by default in Street Smart. Images that have been rejected or areas that are missing will be redone in the rework process. 5. Schedule and Delivery This Project covers the capture of approximately 365 miles. Cyclomedia will plan, drive, process, and perform quality control on the imagery commencing as soon as practical following the signing of the license agreement. A driver can be expected to collect approximately 40 linear miles of data per day. This collection timeframe factors in a slower drive time in densely populated areas. At this rate, collection of this project will require an estimated three weeks of collection including contingency time for bad weather and missed days. Cyclomedia will make images accessible approximately six weeks after the start of image collection. 5.1. Data Dictionary A project kickoff meeting is usually scheduled within the two weeks following the fully executed agreement or the official notice to proceed. During the kickoff meeting the standard definitions of each of the assets in the data dictionary and the attributes of each of them will be reviewed by Cyclomedia and the Client. At the completion of this kickoff meeting, Cyclomedia will send an email to the client confirming that the standard assets and attributes have been reviewed and agreed upon. The client is required to acknowledge confirmation by email that this has been completed and the client agrees. Any delays in receipt of the acknowledgement beyond 3 business days may result in a delay to the total project schedule. If there is any lack of agreement, the sale staff will engage with the client to work out a written change order for the additional cost of non-standard assets or non-standard attributes. After the change order is fully executed, the process of confirming the revised data dictionary will begin again until Cyclomedia and the client have acknowledged agreement by email. Once there is acknowledged agreement of the data dictionary and all assets, the project will be scheduled. 5.2. Schedule for Data Collection and Publication The schedule for data collection depends on geographic location, availability of systems and staff, and weather restrictions. Cyclomedia cannot accurately collect any data below 32- degrees F and cannot collect LIDAR with snow on the ground due to reflectivity. Typical schedule times are 3-6 weeks, more during the busy times of the year, or when awaiting snow melt to be complete. Once initial data collection starts, the project proceeds forward in drive areas. The data is reviewed for quality and completeness by the Cyclomedia team and is then submitted for the automated processing using Cyclomedia’s proprietary cloud software. The post-processed data is again reviewed for quality and is then published. The first images through this entire process 54 Page 8 of 31 Statement of Work Cyclomedia Technology, Inc. – Version Apr2023 will be published for the client to see approximately 6 weeks after the first drive is completed. Additional imagery will be published in cascading drives, and the final imagery will be published approximately 6 weeks after the final drive is completed. At times, the drives are non- contiguous such as when systems are redeployed due to weather delays and must then be rescheduled to complete the collection process. If the drive collects 95% of the agreed upon area of interest, Cyclomedia may determine that the drive is complete. After the first several data sets have been published, if included in the contract, client training will be scheduled so that the client is given instruction on how to access and use the data sets as published. 5.3. Schedule for Data Extraction Once the imagery is published, the process of extracting creates the data files of the assets and the attributes of each of the items included in the data dictionary. This step cannot begin until after imagery is complete and typically takes 30 days to schedule, but if data collection is part of the project, these 30 days can be covered by the data collection and publication process so that the data extraction can begin soon after publication. Cyclomedia will prepare an initial data extraction on a small portion of the project (between 10 to 50 miles, or 100 – 200 property images or elevations), known as Phase Zero. This Phase Zero sample will be delivered to the client, the delivery manager will review the submittal with the Client during a project status meeting. The purpose of the status meeting and Phase Zero submittal is to confirm with the client that the deliverables are meeting the specifications of the data dictionary. If obvious issues are mutually discovered, the delivery manager will review the data dictionary specifications and take appropriate actions to resolve the issues. The Client shall have one week to further review the Phase Zero submittal and shall confirm in writing that the Phase Zero deliverable is appropriate for the project. Any issues or concerns by the Client that the Phase Zero deliverable is not conforming to the approved data dictionary shall immediately be brought to the attention of the deliver manager. Once the acknowledgement is completed, the data extraction will be scheduled and completed. All further Phase Deliverables will align with the Phase Zero specification. Two weeks after the final deliverable to the Client, the project will be deemed accepted. 6. Quality Control The recording of 3D Cycloramas takes place systematically and on a large scale. However, we do not lose sight of the details and we strive for the maximum coverage in each recording area. The recording area is agreed upon with the customer before capture, and will define the locations where images will be recorded. On roadways divided by a median, the images are recorded in both directions. We photograph all paved public roads. Private properties and Risk areas are excluded from capturing. Prior to delivery, we check the dataset for its completeness and quality and return to recapture any missing 3D Cycloramas, if necessary. 55 Page 9 of 31 Statement of Work Cyclomedia Technology, Inc. – Version Apr2023 During capture, parts of the project area can be non-accessible because of construction, etc. Further, 3D Cycloramas can be rejected during the internal quality check. If more than three 3D Cycloramas in a row are missing and redrives are necessary, these streets will be captured again. Cyclomedia will only return for recapturing if more than 2% of the agreed project area is missing or doesn’t meet the quality criteria. 6.1. Data Collection Resolution: Cyclorama / 360-degrees image = 14400 x 7200 pixels (100 MP) Field of View:  Horizontal (HFOV): 360-degrees  Vertical (VFOV): 180-degrees (in which part of the photography vehicle is visible and the lowest 30° is monochrome) Spatial Pixel Size:  Cyclorama: 0.025-degree (= 0.44 cm <0.17 in> at 10 m <33 ft> from the capture location) Positioning Quality:  The average standard deviation of the position is 10 cm (4 in), while the orientation deviation is 0.1-degree (excluding in long tunnels, forested areas and urban canyons). Metric Quality:  Geometrically correct: The accuracy of the spatial angle between 2 pixels is 0.025-degree for HD-Cyclorama’s, and 0.075-degree for standard resolution.  Precise measurements of objects: X, Y and Z measurements have an average absolute standard deviation of 10 cm (4 in), excluding in long tunnels, forested areas and urban canyons.  Precise measurements of distances: Measurement of heights, lengths or widths have a relative standard deviation of approximately 2 cm (0.79 in) 6.2. Data Extraction Detection distance of objects:  Objects > 25cm x 25 cm: up to 10 meters from the car  Objects > 50cm x 50 cm: up to 30 meters from the car  Both only when the object is visible in at least 1 image.  Objects beyond 30 meters do not have a quality specification Positional accuracy (absolute):  The average standard deviation of all the measured points is 10 cm or 6” inches (1-σ) in all directions, except in long tunnels, woody areas, occluded areas and urban canyons where the positional accuracy is not specified. Standard completeness/correctness of delivery:  Goal is 95% of all the specified objects that are visible on the GeoCyclorama, and within distance spec. from the Cyclorama recording locations, are inventoried. Of the objects detected, 95% are expected to be accurately extracted and attributed.  In tunnels, the objects are only inventoried if there is enough light to take photographs. Also, the positional accuracy will decrease inside tunnels. 56 Page 10 of 31 Statement of Work Cyclomedia Technology, Inc. – Version Apr2023  Quality control is done via a statistical process where the number of checks depends on the size of the dataset, based on the AQL method. 100% QA is not performed. 6.3. Conforming Data Quality Cyclomedia will evaluate a random sample of data and if the quality is within the specifications, the data set is deemed accepted. Any correction of detected errors is at the sole option of Cyclomedia and does not change the acceptance of the entire data set. If the client does not provide written documentation of quality outside of specification within 15 days of delivery to the client, that data is deemed acceptance. Cyclomedia has 15 days from the receipt of any such documentation to respond, including if considered necessary by Cyclomedia, a plan to address the issues documented. 6.4. Cyclomedia Product Specifications Cyclomedia product offers and solutions are summarized in the above sections. Product specifications that define the details for Client deliverables are listed below and available as separate PDF documents upon request.  Street Smart  3D GeoCyclorama  LiDAR Point Cloud  Blurring Process  Data Analytics Standards by Vertical  Cutouts for Tax Assessment 6.5. Other Unless specified elsewhere, hosting of delivered data in a GIS environment is not included or is provided at additional cost. If tax cutouts are included in the scope, there are additional requirements from the client to provide acceptable data to Cyclomedia to perform the project. 7. Training Up to two (2) hours of web-based training is included with the license agreement. On-site training is also available upon request, subject to pricing and scheduling between Cyclomedia and the Client. Please contact Cyclomedia for additional web-based training pricing. A technician is available to answer questions via email or phone for the duration of the license term. 8. Technical Support Technical support services, via phone or email, are available via the Cyclomedia Service Desk contact form for all support cases is on our website at: http://www.cyclomedia.com/us/support/contact-service- desk. Typical response/resolution time for tech support inquiries is within 24 hours of initial contact. 9. Project Management Cyclomedia will designate a Project Manager (“Cyclomedia PM”) for this project who will be the main point of contact for all communication with the Client. The Cyclomedia PM will lead its project team and ensure the project progresses with minimal interruption to the proposed schedule. 57 Page 11 of 31 Statement of Work Cyclomedia Technology, Inc. – Version Apr2023 10. Final Delivery Report The Final Delivery Report provides the Client with a summary of the overall miles driven, areas collected and positional accuracy of the recording points. Each GeoCyclorama has associated metadata with information on the date and time it was captured, the accuracy of the recording point, the spatial reference system, and camera system information. The accuracy of each recording point is reported to the Client geographically in a heat map as Figure 1 below demonstrates. Figure 1. Green shows high positional accuracy, red is poor positional accuracy due to minimal GPS/IMU signal under urban canyons and dense vegetation. 58 Page 12 of 31 Statement of Work Cyclomedia Technology, Inc. – Version Apr2023 Figure 2. For purposes of clarification and context, the red area (roads) highlights the Area of Interest (AOI) provided to Cyclomedia during scoping discussions. Reference shapefile = Bozeman Drive File_Working Centerlines_6.7.24.gdb.zip. 59 Memorandum REPORT TO:City Commission FROM:Jessica Ahlstrom, Water Conservation Program Manager Adam Oliver, Stormwater Program Manager Shawn Kohtz, Director of Utilities SUBJECT:Authorize the City Manager to Sign a Professional Services Agreement with Mountain Goat Instructional Design LLC. to Implement Year Four of a Direct Student Engagement Program in Bozeman Public Schools Utilizing the Bozeman Water Conservation and Stormwater Management Educator Guide MEETING DATE:September 17, 2024 AGENDA ITEM TYPE:Agreement - Vendor/Contract RECOMMENDATION:Authorize the City Manager to Sign a Professional Services Agreement with Mountain Goat Instructional Design LLC. to Implement Year Four of a Direct Student Engagement Program in Bozeman Public Schools Utilizing the Bozeman Water Conservation and Stormwater Management Educator Guide. STRATEGIC PLAN:6.1 Clean Water Supplies: Ensure adequate supplies of clean water for today and tomorrow. BACKGROUND:On October 15, 2015 the City entered into an agreement with Project WET Foundation, a local non-profit organization that provides action-oriented water education programs for students and teachers, to develop the Bozeman Water Conservation and Stormwater Management Educator Guide (Guide). The Guide, which correlates to Common Core and Next Generation Science Standard learning objectives at the 5th grade level, includes a series of five place-based, hands-on lessons that present complex concepts related to watersheds, water conservation and stormwater in a fun, relevant, and accessible manner. From 2015-2018, nine Bozeman Public School teachers among seven schools volunteered to facilitate lessons included in the Guide to over 1,300 students. In 2017, the Guide was submitted to the Bozeman Public School District for review to be integrated into the curriculum as a base resource, which would make the Guide part of the mandatory science curriculum at the 5th grade level, ensuring that the lessons reached all 5th grade students. After consideration, the Bozeman Public School District chose to adopt the Guide as a supplementary resource, which makes it an approved optional curriculum resource. Despite making a concerted effort to provide teachers with continuing 60 education credits and flexible training to facilitate the Guide with students, it has become increasingly challenging to recruit teachers to utilize the Guide in the classroom. This is likely due in part to teacher turnover, heavy teacher workloads, and an increased time commitment to facilitate the lessons. On January 25, 2022, the City of Bozeman and Montana Outdoor Science School (MOSS), a local non-profit organization focused on environmental education, entered into a professional services agreement to implement the Bozeman Water Conservation and Stormwater Management Educator Guide Curriculum - Direct Student Engagement Program (Program). This Program provided 5th grade teachers in Bozeman Public Schools with an opportunity to receive support from MOSS to teach the lessons directly to students - removing the time commitment associated with Guide implementation from the 5th grade teachers. MOSS supported six 5th grade teachers and reached 173 students through this Program in the spring of 2022. The partnership between MOSS and the City continued the next two years, in which an additional 26 teachers and 577 students were reached. Pre- and post- assessment scores indicate an increase in knowledge regarding Bozeman’s local water supplies, water conservation, and stormwater. MOSS in unable to support this Program in the 2024-2025 school year. However, Mountain Goat Instructional Design LLC. was selected to provide this Program for the 2024-2025 school year after soliciting quotes from contractors. Mountain Goat Instructional Design LLC. has first-hand experience offering these lessons in the Bozeman Public School District and a demonstrated understanding of the curriculum. The attached Professional Services Agreement (PSA) represents work to continue this Program and will allow for Mountain Goat Instructional Design LLC. to facilitate the lessons to all 19 5th grade classrooms in the Bozeman Public School District. This program will advance the educational objectives of the Water Conservation and Stormwater Divisions by reaching more young learners with locally relevant, objective, and experiential water education. Additionally, the program will facilitate compliance with the City’s MS4 Permit Outreach and Education and Public Involvement requirements. UNRESOLVED ISSUES:None ALTERNATIVES:As suggested by the Commission FISCAL EFFECTS:Total costs for this project are not to exceed $22,482.00 and will be paid for out of the Water Conservation and Stormwater Division professional services fund. Attachments: 2024-2025_PSA_Mountain Goat Instructional Design Student Engagement Program.pdf Exhibit A_2024-2025_Scope of Services_Mountain Goat Instructional Design Direct Student Engagement Program.pdf 61 Report compiled on: August 30, 2024 62 Professional Services Agreement for Bozeman Water Conservation and Stormwater Management Educator Guide Curriculum – Direct Student Engagement Program (2024 – 2025) Page 1 of 11 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this _____ day of September, 2024 (“Effective Date”), by and between the CITY OF BOZEMAN, MONTANA, a self-governing municipal corporation organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771, hereinafter referred to as “City,” and, Mountain Goat Instructional Design, LLC., 401 Sanders Ave. Bozeman, MT 59718, hereinafter referred to as “Contractor.” The City and Contractor may be referred to individually as “Party” and collectively as “Parties.” In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency whereof being hereby acknowledged, the parties hereto agree as follows: 1. Purpose: City agrees to enter this Agreement with Contractor to perform for City services described in the Scope of Services attached hereto as Exhibit A and by this reference made a part hereof. 2. Term/Effective Date: This Agreement is effective upon the Effective Date. 3. Scope of Services: Contractor will perform the work and provide the services in accordance with the requirements of the Scope of Services. For conflicts between this Agreement and the Scope of Services, unless specifically provided otherwise, the Agreement governs. 4. Payment: City agrees to pay Contractor the amount specified in the Scope of Services. Any alteration or deviation from the described services that involves additional costs above the Agreement amount will be performed by Contractor after written request by the City, and will become an additional charge over and above the amount listed in the Scope of Services. The City must agree in writing upon any additional charges. 5. Contractor’s Representations: To induce City to enter into this Agreement, Contractor makes the following representations: a. Contractor has familiarized itself with the nature and extent of this Agreement, the Scope of Services, and with all local conditions and federal, state and local laws, ordinances, rules, 63 Professional Services Agreement for Bozeman Water Conservation and Stormwater Management Educator Guide Curriculum – Direct Student Engagement Program (2024 – 2025) Page 2 of 11 and regulations that in any manner may affect cost, progress or performance of the Scope of Services. b. Contractor represents and warrants to City that it has the experience and ability to perform the services required by this Agreement; that it will perform the services in a professional, competent and timely manner and with diligence and skill; that it has the power to enter into and perform this Agreement and grant the rights granted in it; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party, whether rights of copyright, trademark, privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal, state and municipal laws. The City will not determine or exercise control as to general procedures or formats necessary to have these services meet this warranty. 6. Independent Contractor Status/Labor Relations: The parties agree that Contractor is an independent contractor for purposes of this Agreement and is not to be considered an employee of the City for any purpose. Contractor is not subject to the terms and provisions of the City’s personnel policies handbook and may not be considered a City employee for workers’ compensation or any other purpose. Contractor is not authorized to represent the City or otherwise bind the City in any dealings between Contractor and any third parties. Contractor shall comply with the applicable requirements of the Workers’ Compensation Act, Title 39, Chapter 71, Montana Code Annotated (MCA), and the Occupational Disease Act of Montana, Title 39, Chapter 71, MCA. Contractor shall maintain workers’ compensation coverage for all members and employees of Contractor’s business, except for those members who are exempted by law. Contractor shall furnish the City with copies showing one of the following: (1) a binder for workers’ compensation coverage by an insurer licensed and authorized to provide workers’ compensation insurance in the State of Montana; or (2) proof of exemption from workers’ compensation granted by law for independent contractors. In the event that, during the term of this Agreement, any labor problems or disputes of any type arise or materialize which in turn cause any services to cease for any period of time, Contractor specifically agrees to take immediate steps, at its own expense and without expectation of reimbursement from City, to alleviate or resolve all such labor problems or disputes. The specific steps Contractor shall take shall be left to the discretion of Contractor; provided, however, that Contractor shall bear all costs of any related legal action. Contractor shall provide immediate relief to the City so as to permit the services to continue at no additional cost to City. Contractor shall indemnify, defend, and hold the City harmless from any and all claims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in 64 Professional Services Agreement for Bozeman Water Conservation and Stormwater Management Educator Guide Curriculum – Direct Student Engagement Program (2024 – 2025) Page 3 of 11 connection with any labor problems or disputes or any delays or stoppages of work associated with such problems or disputes. 7. Indemnity/Waiver of Claims/Insurance: For other than professional services rendered, to the fullest extent permitted by law, Contractor agrees to release, defend, indemnify, and hold harmless the City, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section as the City) from and against any and all claims, demands, actions, fees and costs (including attorney’s fees and the costs and fees of expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties that may be asserted against, recovered from or suffered by the City occasioned by, growing or arising out of or resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of the Contractor; or (ii) any negligent, reckless, or intentional misconduct of any of the Contractor’s agents. For the professional services rendered, to the fullest extent permitted by law, Contractor agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and expenses, including reasonable defense attorney fees, to the extent caused by the negligence or intentional misconduct of the Contractor or Contractor’s agents or employees. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the City as indemnitee(s) which would otherwise exist as to such indemnitee(s). Contractor’s indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City. Should the City be required to bring an action against the Contractor to assert its right to defense or indemnification under this Agreement or under the Contractor’s applicable insurance policies required below, the City shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or was obligated to indemnify the City for a claim(s) or any portion(s) thereof. In the event of an action filed against the City resulting from the City’s performance under this Agreement, the City may elect to represent itself and incur all costs and expenses of suit. 65 Professional Services Agreement for Bozeman Water Conservation and Stormwater Management Educator Guide Curriculum – Direct Student Engagement Program (2024 – 2025) Page 4 of 11 Contractor also waives any and all claims and recourse against the City, including the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except “responsibility for [City’s] own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent” as per 28-2-702, MCA. These obligations shall survive termination of this Agreement and the services performed hereunder. In addition to and independent from the above, Contractor shall at Contractor’s expense secure insurance coverage through an insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the liabilities and obligations specifically assumed by the Contractor in this Section. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the Contractor in this Section. The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by the City without limit and without regard to the cause therefore and which is acceptable to the City. Contractor shall furnish to the City an accompanying certificate of insurance and accompanying endorsements in amounts not less than as follows: • Workers’ Compensation – statutory; • Employers’ Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Automobile Liability - $1,000,000 property damage/bodily injury per accident; and • Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate. The above amounts shall be exclusive of defense costs. The City shall be endorsed as an additional or named insured on a primary non-contributory basis on the Commercial General, Employer’s Liability, and Automobile Liability policies. The insurance and required endorsements must be in a form suitable to City and shall include no less than a thirty (30) day notice of cancellation or non-renewal. Contractor shall notify City within two (2) business days of Contractor’s receipt of notice that any required insurance coverage will be terminated or Contractor’s decision to terminate any required insurance coverage for any reason. The City must approve all insurance coverage and endorsements prior to the Contractor commencing work. 66 Professional Services Agreement for Bozeman Water Conservation and Stormwater Management Educator Guide Curriculum – Direct Student Engagement Program (2024 – 2025) Page 5 of 11 8. Termination for Contractor’s Fault: a. If Contractor refuses or fails to timely do the work, or any part thereof, or fails to perform any of its obligations under this Agreement, or otherwise breaches any terms or conditions of this Agreement, the City may, by written notice, terminate this Agreement and the Contractor’s right to proceed with all or any part of the work (“Termination Notice Due to Contractor’s Fault”). The City may then take over the work and complete it, either with its own resources or by re-letting the contract to any other third party. b. In the event of a termination pursuant to this Section 8, Contractor shall be entitled to payment only for those services Contractor actually rendered. c. Any termination provided for by this Section 8 shall be in addition to any other remedies to which the City may be entitled under the law or at equity. d. In the event of termination under this Section 8, Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 9. Termination for City’s Convenience: a. Should conditions arise which, in the sole opinion and discretion of the City, make it advisable to the City to cease performance under this Agreement, the City may terminate this Agreement by written notice to Contractor (“Notice of Termination for City’s Convenience”). The termination shall be effective in the manner specified in the Notice of Termination for City’s Convenience and shall be without prejudice to any claims that the City may otherwise have against Contractor. b. Upon receipt of the Notice of Termination for City’s Convenience, unless otherwise directed in the Notice, the Contractor shall immediately cease performance under this Agreement and make every reasonable effort to refrain from continuing work, incurring additional expenses or costs under this Agreement and shall immediately cancel all existing orders or contracts upon terms satisfactory to the City. Contractor shall do only such work as may be necessary to preserve, protect, and maintain work already completed or immediately in progress. 67 Professional Services Agreement for Bozeman Water Conservation and Stormwater Management Educator Guide Curriculum – Direct Student Engagement Program (2024 – 2025) Page 6 of 11 c. In the event of a termination pursuant to this Section 9, Contractor is entitled to payment only for those services Contractor actually rendered on or before the receipt of the Notice of Termination for City’s Convenience. d. The compensation described in Section 9(c) is the sole compensation due to Contractor for its performance of this Agreement. Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 10. Limitation on Contractor’s Damages; Time for Asserting Claim: a. In the event of a claim for damages by Contractor under this Agreement, Contractor’s damages shall be limited to contract damages and Contractor hereby expressly waives any right to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature or kind. b. In the event Contractor wants to assert a claim for damages of any kind or nature, Contractor shall provide City with written notice of its claim, the facts and circumstances surrounding and giving rise to the claim, and the total amount of damages sought by the claim, within thirty (30) days of the facts and circumstances giving rise to the claim. In the event Contractor fails to provide such notice, Contractor shall waive all rights to assert such claim. 11. Representatives and Notices: a. City’s Representative: The City’s Representative for the purpose of this Agreement shall be Jessica Ahlstrom, Water Conservation Program Manager, or such other individual as City shall designate in writing. Whenever approval or authorization from or communication or submission to City is required by this Agreement, such communication or submission shall be directed to the City’s Representative and approvals or authorizations shall be issued only by such Representative; provided, however, that in exigent circumstances when City’s Representative is not available, Contractor may direct its communication or submission to other designated City personnel or agents as designated by the City in writing and may receive approvals or authorization from such persons. b. Contractor’s Representative: The Contractor’s Representative for the 68 Professional Services Agreement for Bozeman Water Conservation and Stormwater Management Educator Guide Curriculum – Direct Student Engagement Program (2024 – 2025) Page 7 of 11 purpose of this Agreement shall be Molly Iversen, Owner, Mountain Goat Instructional Design, LLC. or such other individual as Contractor shall designate in writing. Whenever direction to or communication with Contractor is required by this Agreement, such direction or communication shall be directed to Contractor’s Representative; provided, however, that in exigent circumstances when Contractor’s Representative is not available, City may direct its direction or communication to other designated Contractor personnel or agents. c. Notices: All notices required by this Agreement shall be in writing and shall be provided to the Representatives named in this Section. Notices shall be deemed given when delivered, if delivered by courier to Party’s address shown above during normal business hours of the recipient; or when sent, if sent by email or fax (with a successful transmission report) to the email address or fax number provided by the Party’s Representative; or on the fifth business day following mailing, if mailed by ordinary mail to the address shown above, postage prepaid. 12. Permits: Contractor shall provide all notices, comply with all applicable laws, ordinances, rules, and regulations, obtain all necessary permits, licenses, including a City of Bozeman business license, and inspections from applicable governmental authorities, and pay all fees and charges in connection therewith. 13. Laws and Regulations: Contractor shall comply fully with all applicable state and federal laws, regulations, and municipal ordinances including, but not limited to, all workers’ compensation laws, all environmental laws including, but not limited to, the generation and disposal of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, and State building and electrical codes, the Americans with Disabilities Act, and all non-discrimination, affirmative action, and utilization of minority and small business statutes and regulations. 14. Nondiscrimination and Equal Pay: The Contractor agrees that all hiring by Contractor of persons performing this Agreement shall be on the basis of merit and qualifications. The Contractor will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts. The Contractor will not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. The Contractor shall 69 Professional Services Agreement for Bozeman Water Conservation and Stormwater Management Educator Guide Curriculum – Direct Student Engagement Program (2024 – 2025) Page 8 of 11 be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. Contractor represents it is, and for the term of this Agreement will be, in compliance with the requirements of the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act). Contractor must report to the City any violations of the Montana Equal Pay Act that Contractor has been found guilty of within 60 days of such finding for violations occurring during the term of this Agreement. Contractor shall require these nondiscrimination terms of its subcontractors providing services under this Agreement. 15. Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training: Contractor shall not permit or suffer the introduction or use of any intoxicants, including alcohol or illegal drugs, by any employee or agent engaged in services to the City under this Agreement while on City property or in the performance of any activities under this Agreement. Contractor acknowledges it is aware of and shall comply with its responsibilities and obligations under the U.S. Department of Transportation (DOT) regulations governing anti-drug and alcohol misuse prevention plans and related testing. City shall have the right to request proof of such compliance and Contractor shall be obligated to furnish such proof. The Contractor shall be responsible for instructing and training the Contractor's employees and agents in proper and specified work methods and procedures. The Contractor shall provide continuous inspection and supervision of the work performed. The Contractor is responsible for instructing its employees and agents in safe work practices. 16. Modification and Assignability: This Agreement may not be enlarged, modified or altered except by written agreement signed by both parties hereto. The Contractor may not subcontract or assign Contractor’s rights, including the right to compensation or duties arising hereunder, without the prior written consent of the City. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement. 17. Reports/Accountability/Public Information: Contractor agrees to develop and/or provide documentation as requested by the City demonstrating Contractor’s compliance with the requirements of this Agreement. Contractor shall allow the City, its auditors, and other persons authorized by the City to inspect and copy its books and records for the purpose of verifying that the reimbursement of monies distributed to Contractor pursuant to this Agreement was used in compliance with this Agreement and all applicable provisions of federal, state, and local law. The 70 Professional Services Agreement for Bozeman Water Conservation and Stormwater Management Educator Guide Curriculum – Direct Student Engagement Program (2024 – 2025) Page 9 of 11 Contractor shall not issue any statements, releases or information for public dissemination without prior approval of the City. 18. Non-Waiver: A waiver by either party of any default or breach by the other party of any terms or conditions of this Agreement does not limit the other party’s right to enforce such term or conditions or to pursue any available legal or equitable rights in the event of any subsequent default or breach. 19. Attorney’s Fees and Costs: In the event it becomes necessary for either Party to retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel including the City Attorney’s Office staff. 20. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. 21. Dispute Resolution: a. Any claim, controversy, or dispute between the parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each party duly authorized to execute settlement agreements. Upon mutual agreement of the parties, the parties may invite an independent, disinterested mediator to assist in the negotiated settlement discussions. b. If the parties are unable to resolve the dispute within thirty (30) days from the date the dispute was first raised, then such dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 22. Survival: Contractor’s indemnification shall survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 23. Headings: The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 24. Severability: If any portion of this Agreement is held to be void or unenforceable, the balance thereof shall continue in effect. 71 Professional Services Agreement for Bozeman Water Conservation and Stormwater Management Educator Guide Curriculum – Direct Student Engagement Program (2024 – 2025) Page 10 of 11 25. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 26. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 27. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 28. Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 29. Integration: This Agreement and all Exhibits attached hereto constitute the entire agreement of the parties. Covenants or representations not contained herein or made a part thereof by reference, are not binding upon the parties. There are no understandings between the parties other than as set forth in this Agreement. All communications, either verbal or written, made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. 30. Consent to Electronic Signatures: The Parties have consented to execute this Agreement electronically in conformance with the Montana Uniform Electronic Transactions Act, Title 30, Chapter 18, Part 1, MCA. **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written or as recorded in an electronic signature. CITY OF BOZEMAN, MONTANA MOUNTAIN GOAT INSTRUCTIONAL DESIGN LLC. By________________________________ By__________________________________ Chuck Winn, City Manager Molly Iversen, Owner 72 Professional Services Agreement for Bozeman Water Conservation and Stormwater Management Educator Guide Curriculum – Direct Student Engagement Program (2024 – 2025) Page 11 of 11 APPROVED AS TO FORM: By_______________________________ Greg Sullivan, Bozeman City Attorney 73 Exhibit A: Scope of Services Bozeman Water Conservation and Stormwater Management Educator Guide Curriculum – Direct Student Engagement Program (Program) I. Purpose Educate 5th grade students in the Bozeman Public School District on Bozeman’s watershed, the importance of water conservation, and stormwater runoff and pollution through the implementation of the Bozeman Water Conservation and Stormwater Management Educator Guide Curriculum. II. Student Learning Objectives • Knowledge in the main components of a watershed and how water moves within Bozeman’s watershed; • Understand major components of the Gallatin and Bozeman Municipal watersheds throughout the year; • Gather information on water use data to calculate, organize, and understand the importance of implementing water conservation measures; and • Understand how Bozeman’s stormwater distribution system works and factors that affect water movement throughout the City. III. Curriculum Description • Seeing Bozeman’s Watershed: o Students learn what a watershed is, describe how water flows in a watershed based on elevation, and use maps to identify key parts and functions of watersheds in general and in the Gallatin River and Bozeman Municipal Watersheds, specifically. • Bozeman Home Water Investigation: o Students discuss Bozeman water sources and water conservation concepts, conduct a home water investigation, and compare and contrast results with and without the implementation of water conservation practices. Students then make recommendations for personal conservation strategies at home based on water and monetary savings. • A Year in the Gallatin River Watershed: o Students participate in a hands-on exercise to describe how water flows in their watershed based on elevation and seasons. • Stormwater Hike: o Students are introduced to City urban watershed concepts and the Bozeman stormwater distribution system through an investigation of water flow on their school grounds. • Adding Up Stormwater Pollution: o Students demonstrate how runoff carries nonpoint source pollution into Bozeman’s storm sewer system and ultimately into our waterways without going to a treatment plant. Focus is on everyone’s contribution, group and individual action, the pollution of water as it flows through the City of Bozeman and how it can be reduced. IV. Contractor Requirements & Responsibilities 74 • Contractor will facilitate the entire Bozeman Water Conservation and Stormwater Management Educator Guide Curriculum to all interested 19 5th grade classrooms in the Bozeman Public School District (BPSD) during the 2024-2025 school year; • Contractor will prepare and provide the City with a teaching plan, including but not limited to how the five (5) lessons in the Bozeman Water Conservation and Stormwater Management Educator Guide will be facilitated/administered for each participating classroom (frequency/duration of visits); • Contractor will actively recruit all BPSD 5th grade classes to participate in the Program based on a method and approach agreed upon by the City; • Contractor will work with all interested classes to schedule times to facilitate the lessons; • Contractor will provide curriculum training to any subcontractors or educators who have not previously taught the curriculum that the Contractor requires to assist with program implementation in order to effectively facilitate the Bozeman Water Conservation and Stormwater Management Educator Guide curriculum; • Contractor will provide students with quantifiable pre- and post- curriculum knowledge assessments to track the effectiveness of this program; • Contractor will be responsible for communicating and organizing scheduled teaching days with participating 5th grade teachers, as needed; • Contractor will provide a summary report to the City outlining program successes, lessons learned and student impacts after completion of the program – including all pre- and post- assessment results. V. City Responsibilities • Provide the Bozeman Water Conservation and Stormwater Management Educator Guide curriculum to Contractor for teaching; • Provide Contractor with pre- and post- curriculum knowledge assessments; • Provide Contractor with relevant teaching materials pertaining to the curriculum. VI. Cost & Timeline Program Administration Class recruitment & scheduling, ongoing communication, assessments, educator training, data analysis and reporting $5382 Implementation Cost to present program in 19, 5th grade classrooms (three, 1.5 hour visits per classroom) is $900 per classroom, or $300 per visit, totaling $17,100. Contractor shall invoice City only for visits completed. Not to exceed $17,100 TOTAL $22,482 75 Project timeline includes the entire 2023-2024 school year. The Program must be completed by the end of the 2024-2025 school year. Contractor will commit to one classroom day per week throughout the school year. Implementation may be spread unevenly across the school year (for example, contractor may work additional days per week during the fall, and fewer during the winter). City shall pay 50% of the program administration costs upon approval of this agreement ($2691.00). City shall pay the remaining 50% program administration costs ($2691.00) at the end of the first 30 day period after approval of the agreement. Contractor will then invoice no more than monthly. Amounts will be based on completion of classroom visits. Final invoice must be received by June 30, 2025. 76 Memorandum REPORT TO:City Commission FROM:Addi Jadin, Park Planning and Development Manager Mitch Overton, Director of Parks and Recreation SUBJECT:Authorize the City Manager to Sign a Professional Service Agreement with Pioneer Technical Services for Geotechnical Investigation at Bozeman Sports Park MEETING DATE:September 17, 2024 AGENDA ITEM TYPE:Agreement - Vendor/Contract RECOMMENDATION:Authorize the City Manager to Sign a Professional Service Agreement with Pioneer Technical Services for Geotechnical Investigation at Bozeman Sports Park STRATEGIC PLAN:6.5 Parks, Trails & Open Space: Support the maintenance and expansion of an interconnected system of parks, trails and open spaces. BACKGROUND:Pioneer Technical services will perform soil analysis as needed for the design of the Phase 1B field at Bozeman Sports Park. UNRESOLVED ISSUES:na ALTERNATIVES:Per Commission FISCAL EFFECTS:As budgeted in FY2025 Attachments: PSA_Pioneer_BSP.mjo.docx Exhibit-A_Pioneer-Geotech_BSP.pdf Report compiled on: August 29, 2024 77 Professional Services Agreement – Pioneer Technical Services at BSP FY2025-2026 Page 1 of 12 PROFESSIONAL SERVICES AGREEMENT for BOZEMAN SPORTS PARK GEOTECHNICAL INVESTIGATION THIS AGREEMENT is made and entered into this day of , 2024 (“Effective Date”), by and between the CITY OF BOZEMAN, MONTANA, a self-governing municipal corporation organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771, hereinafter referred to as “City,” and Pioneer Technical Services, Inc with a mailing address of 1309 Cole Avenue, Helena, MT 59601, hereinafter referred to as “Consultant.” The City and Consultant may be referred to individually as “Party” and collectively as “Parties.” In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency whereof being hereby acknowledged, the parties hereto agree as follows: 1.Purpose: City agrees to enter this Agreement with Consultant to perform for City services described in the Scope of Services attached hereto as “Exhibit A” and by this reference made a part hereof for the Project: Bozeman Sports Park – Geotechnical Investigation. 2.Term/Effective Date:This Agreement is effective upon the date of its execution and will terminate upon satisfactory completion of the agreed Scope of Services, which may be amended from time to time by the mutual agreement of the Parties pursuant to terms of this agreement, as determined by the City. 3.Scope of Services:Consultant will perform the work and provide the services in accordance with the requirements of the Scope of Services. For conflicts between this Agreement and the Scope of Services, unless specifically provided otherwise, the Agreement governs. Consultant may, at its own risk, use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, Sub- consultants, manufacturers, suppliers, and publishers of technical standards. 4.Payment for Scope of Services:City agrees to pay Consultant for the completion of the Scope of Services on a time and materials basis not to exceed $3700.00, being equal to the Consultant’s Direct Labor Costs times a factor of 1.43, which shall coverDirect Labor, the federally audited payroll Direct Labor Overhead, General & Administrative Overhead, and Profit. The Consultant’s Direct Labor Costs in $/hr for its employee classes and a detailed breakdown of 78 Professional Services Agreement – Pioneer Technical Services at BSP FY2025-2026 Page 2 of 12 personnel hours directly assigned to each task of the Scope of Services is provided herewith as “Exhibit A”. 5.Reimbursable Expenses: As defined in section 8of this Agreement, for completion of the Scope of Services and approved Additional Services, reimbursable expenses shall be paid to the Consultant by the City in the actual amount of the costs incurred up to an amount not to exceed $3700.00, which includes $ 0.00 for Sub-consultants hired by the Consultant and $104.13 for all other reimbursable expenses. The estimated reimbursable expenses are provided herewith as “Exhibit A”. 6.Additional Services: If the City requests Consultant to perform any Additional Services not otherwise provided for in this Agreement, City shall so instruct the Consultant in writing, and the Consultant shall perform, or direct its Sub-consultants to perform, such services necessary to complete the Additional Services requested. The City and Consultant shall mutually agree upon a basis of payment for the Additional Services requested prior to the Consultant proceeding with such Additional Services. 7.Times of Payments:The Consultant may submit monthly statements for the Scope of Services and approved Additional Services rendered and for Reimbursable Expenses incurred. The statements shall be based upon Consultant’s estimate of the proportion of the total Scope of Services actually completed for each task at the time of billing. 8.Meaning of Terms: a.Additional Services: Additional Services means services resulting from significant changes in the general scope, extent or character of the Project or major changes in documentation previously accepted by the City where changes are due to causes beyond the Consultant’s control. Additional Services can also mean providing other services not otherwise provided for in the Agreement that are substantially similar to and generally consistent with the nature of services contained in the Scope of Services. b.Agreement: As used herein the term “this Agreement” refers to the contents of this document and its Attachments and Exhibits attached hereto and referred to as if they were part of one and the same document. c.Direct Labor Costs: Direct Labor Costs used as a basis for payment mean the actual salaries and wages paid to all of the Consultant’s personnel engaged directly on the Scope of Services but does not included indirect payroll related costs or fringe benefits. d.Reimbursable Expenses: Reimbursable expenses mean the actual expenses incurred by the Consultant or its Sub-consultants directly in connection with the Project, such as expenses for: transportation and subsistence incidental thereto; toll telephone calls; specialized 79 Professional Services Agreement – Pioneer Technical Services at BSP FY2025-2026 Page 3 of 12 technology or software subscription charges; reproduction of reports, technical memoranda, drawings, renderings and similar Project-related items. e.Sub-consultants: Sub-consultants means any independent professional associates working on the Project that are not directly employed by the Consultant and have rather been hired by the Consultant to serve a particular role or offer a particular service for the Project. 9.Consultant’s Representations:To induce City to enter into this Agreement, Consultant makes the following representations: a.Consultant has familiarized itself with the nature and extent of this Agreement, the Scope of Services, and with all local conditions and federal, state and local laws, ordinances, rules, and regulations that in any manner may affect cost, progress or performance of the Scope of Services. b.Consultant represents and warrants to City that it has the experience and ability to perform the services required by this Agreement; that it will perform the services in a professional, competent and timely manner and with diligence and skill; that it has the power to enter into and perform this Agreement and grant the rights granted in it; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party, whether rights of copyright, trademark, privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal, state and municipal laws. The City will not determine or exercise control as to general procedures or formats necessary to have these services meet this warranty. 10.Independent Contractor Status/Labor Relations:The parties agree that Consultant is an independent Contractorfor purposes of this Agreement and is not to be considered an employee of the City for any purpose. Consultant is not subject to the terms and provisions of the City’s personnel policies handbook and may not be considered a City employee for workers’ compensation or any other purpose. Consultant is not authorized to represent the City or otherwise bind the City in any dealings between Consultant and any third parties. Consultant shall comply with the applicable requirements of the Workers’ Compensation Act, Title 39, Chapter 71, Montana Code Annotated (MCA), and the Occupational Disease Act of Montana, Title 39, Chapter 71, MCA. Consultant shall maintain workers’ compensation coverage for all members and employees of Consultant’s business, except for those members who are exempted by law. 11.Indemnity/Waiver of Claims/Insurance:For other than professional services rendered, to the fullest extent permitted by law, Consultant agrees to release, defend, indemnify, and hold harmless the City, its agents, representatives, employees, and officers (collectively referred to 80 Professional Services Agreement – Pioneer Technical Services at BSP FY2025-2026 Page 4 of 12 for purposes of this Section as the City) from and against any and all claims, demands, actions, fees and costs (including attorney’s fees and the costs and fees of expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind ornature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties that may be asserted against, recovered from or suffered by the City occasioned by, growing or arising out of or resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of the Consultant; or (ii) any negligent, reckless, or intentional misconduct of any of the Consultant’s agents. For the professional services rendered, to the fullest extent permitted by law, Consultant agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and expenses, including reasonable defense attorney fees, to the extent caused by the negligence or intentional misconduct of the Consultant or Consultant’s agents or employees. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the City as indemnitee which would otherwise exist as to such indemnitee(s). Consultant’s indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City. Should the City be required to bring an action against the Consultant to assert its right to defense or indemnification under this Agreement or under the Consultant’s applicable insurance policies required below the City shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Consultant was obligated to defend the claim(s) or was obligated to indemnify the City for a claim(s) or any portion(s) thereof. In the event of an action filed against City resulting from the City’s performance under this Agreement, the City may elect to represent itself and incur all costs and expenses of suit. Consultant also waives any and all claims and recourse against the City, including the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except “responsibility for [City’s] own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent” as per 28-2-702, MCA. These obligations shall survive termination of this Agreement and the services performed hereunder. 81 Professional Services Agreement – Pioneer Technical Services at BSP FY2025-2026 Page 5 of 12 In addition to and independent from the above, Consultant shall at Consultant’s expense secure insurance coverage through an insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the liabilities and obligations specifically assumed by the Consultant in this Section. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the Consultant in this Section. The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by the City without limit and without regard to the cause therefore and which is acceptable to the City. Consultant shall furnish to the City an accompanying certificate of insurance and accompanying endorsements in amounts not less than as follows: Workers’ Compensation – statutory; Employers’ Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; Automobile Liability - $1,000,000 property damage/bodily injury per accident; and Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate. The above amounts shall be exclusive of defense costs. The City of Bozeman shall be endorsed as an additional or named insured on a primary non- contributory basis on both the Commercial General and Automobile Liability policies. The insurance and required endorsements must be in a form suitable to City and shall include no less than a thirty (30) day notice of cancellation or non-renewal. The City must approve all insurance coverage and endorsements prior to the Consultant commencing work. Consultant shall notify City within two (2) business days of Consultant’s receipt of notice that any required insurance coverage will be terminated or Consultant’s decision to terminate any required insurance coverage for any reason. 12.Termination for Consultant’s Fault: a.If Consultant refuses or fails to timely do the work, or any part thereof, or fails to perform any of its obligations under this Agreement, or otherwise breaches any terms or conditions of this Agreement, the City may, by written notice, terminate this Agreement and the Consultant’s right to proceed with all or any part of the work (“Termination Notice Due to Consultant’s Fault”). The City may then take over the work and complete it, either with its own resources or by re-letting the contract to any other third party. b.In the event of a termination pursuant to this Section 12, Consultant shall be entitled to payment only for those services Consultant actually rendered. c.Any termination provided for by this Section 12 shall be in addition to any other remedies to which the City may be entitled under the law or at equity. 82 Professional Services Agreement – Pioneer Technical Services at BSP FY2025-2026 Page 6 of 12 d.In the event of termination under this Section 12, Consultant shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 13.Termination for City’s Convenience: a.Should conditions arise which, in the sole opinion and discretion of the City, make it advisable to the City to cease performance under this Agreement, the City may terminate this Agreement by written notice to Consultant (“Notice of Termination for City’s Convenience”). The termination shall be effective in the manner specified in the Notice of Termination for City’s Convenience and shall be without prejudice to any claims that the City may otherwise have against Consultant. b.Upon receipt of the Notice of Termination for City’s Convenience, unless otherwise directed in the Notice, the Consultant shall immediately cease performance under this Agreement and make every reasonable effort to refrain from continuing work, incurring additional expenses or costs under this Agreement and shall immediately cancel all existing orders or contracts upon terms satisfactory to the City. Consultant shall do only such work as may be necessary to preserve, protect, and maintain work already completed or immediately in progress. c.In the event of a termination pursuant to this Section 13, Consultant is entitled to payment only for those services Consultant actually rendered on or before the receipt of the Notice of Termination for City’s Convenience. d.The compensation described in Section 13(c) is the sole compensation due to Consultant for its performance of this Agreement. Consultant shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 14.Limitation on Consultant’s Damages; Time for Asserting Claim: a.In the event of a claim for damages by Consultant under this Agreement, Consultant’s damages shall be limited to contract damages and Consultant hereby expressly waives any right to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature or kind. b.In the event Consultant wants to assert a claim for damages of any kind or nature, Consultant shall provide City with written notice of its claim, the facts and circumstances surrounding and giving rise to the claim, and the total amount of damages sought by the claim, within thirty (30) days of the Consultant becoming aware of the facts and circumstances giving 83 Professional Services Agreement – Pioneer Technical Services at BSP FY2025-2026 Page 7 of 12 rise to the claim. In the event Consultant fails to provide such notice, Consultant shall waive all rights to assert such claim. 15.Representatives and Notices: a.City’s Representative: The City’s Representative for the purpose of this Agreement shall be Addi Jadin, Park Planning and Development Managerorsuch other individual as City shall designate in writing. Whenever approval or authorization from or communication or submission to City is required by this Agreement, such communication or submission shall be directed to the City’s Representative and approvals or authorizations shall be issued only by such Representative; provided, however, that in exigent circumstances when City’s Representative is not available, Consultant may direct its communication or submission to other designated City personnel or agents as designated by the City in writing and may receive approvals or authorization from such persons. b.Consultant’s Representative: The Consultant’s Representative for the purpose of this Agreement shall be Jeff Riedel, Geotechnical Engineer, or such other individual as Consultant shall designate in writing. Whenever direction to or communication with Consultant is required by this Agreement, such direction or communication shall be directed to Consultant’s Representative; provided, however, that in exigent circumstances when Consultant’s Representative is not available, City may direct its direction or communication to other designated Consultant personnel or agents. c.Notices:All notices required by this Agreement shall be in writing and shall be provided to the Representatives named in this Section. Notices shall be deemed given when delivered, if delivered by courier to Party’s address shown above during normal business hours of the recipient; or when sent, if sent by email or fax (with a successful transmission report) to the email address or fax number provided by the Party’s Representative; or on the fifth business day following mailing, if mailed by ordinary mail to the address shown above, postage prepaid. 16.Permits:Consultant shall provide all notices, comply with all applicable laws, ordinances, rules, and regulations, obtain all necessary permits, licenses, including a City of Bozeman business license, and inspections from applicable governmental authorities, and pay all fees and charges in connection therewith. 17.Laws and Regulations:Consultant shall comply fully with all applicable state and federal laws, regulations, and municipal ordinances including, but not limited to, all workers’ compensation laws, all environmental laws including, but not limited to, the generation and disposal of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, and State building and electrical codes, the Americans with Disabilities Act, and all non- discrimination, affirmative action, and utilization of minority and small business statutes and regulations. 84 Professional Services Agreement – Pioneer Technical Services at BSP FY2025-2026 Page 8 of 12 18.Nondiscrimination and Equal Pay: The Consultant agrees that all hiring by Consultantof persons performing this Agreement shall be on the basis of merit and qualifications. The Consultant will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts. The Consultant will not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. The Consultant shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. Consultant represents it is, and for the term of this Agreement will be, in compliance with the requirements of the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act). Consultant must report to the City any violations of the Montana Equal Pay Act that Consultant has been found guilty of within 60 days of such finding for violations occurring during the term of this Agreement. Consultant shall require these nondiscrimination terms of its subcontractors providing services under this Agreement. 19.Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training:Consultant shall not permit or suffer the introduction or use of any intoxicants, including alcohol or illegal drugs, by any employee or agent engaged in services to the City under this Agreement while on City property or in the performance of any activities under this Agreement. Consultant acknowledges it is aware of and shall comply with its responsibilities and obligations under the U.S. Department of Transportation (DOT) regulations governing anti-drug and alcohol misuse prevention plans and related testing. City shall have the right to request proof of such compliance and Consultant shall be obligated to furnish such proof. The Consultant shall be responsible for instructing and training the Consultant's employees and agents in proper and specified work methods and procedures. The Consultant shall provide continuous inspection and supervision of the work performed. The Consultant is responsible for instructing its employees and agents in safe work practices. 20.Modification and Assignability:This Agreement may not be enlarged, modified, amended or altered except by written agreement signed by both parties hereto. The Consultant 85 Professional Services Agreement – Pioneer Technical Services at BSP FY2025-2026 Page 9 of 12 may not subcontract or assign Consultant’s rights, including the right to compensation or duties arising hereunder, without the prior written consent of the City. Any Sub-consultant or assignee will be bound by all of the terms and conditions of this Agreement. 21.Reports/Accountability/Public Information:Consultant agrees to develop and/or provide documentation as requested by the City demonstrating Consultant’s compliance with the requirements of this Agreement. Consultant shall allow the City, its auditors, and other persons authorized by the City to inspect and copy its books and records for the purpose of verifying that the reimbursement of monies distributed to Consultant pursuant to this Agreement was used in compliance with this Agreement and all applicable provisions of federal, state, and local law. The Consultant shall not issue any statements, releases or information for public dissemination without prior approval of the City. 22.Non-Waiver:A waiver by either party of any default or breach by the other party of any terms or conditions of this Agreement does not limit the other party’s right to enforce such term or conditions or to pursue any available legal or equitable rights in the event of any subsequent default or breach. 23.Attorney’s Fees and Costs:In the event it becomes necessary for either Party to retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel including the City Attorney’s Office staff. 24.Taxes:Consultant is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. 25.Dispute Resolution: a.Any claim, controversy, or dispute between the parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each party duly authorized to execute settlement agreements. Upon mutual agreement of the parties, the parties may invite an independent, disinterested mediator to assist in the negotiated settlement discussions. b.If the Parties are unable to resolve the dispute within thirty (30) days from the date the dispute was first raised, then such dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 26.Survival:Consultant’s indemnification shall survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 86 Professional Services Agreement – Pioneer Technical Services at BSP FY2025-2026 Page 10 of 12 27.Headings:The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 28.Severability:If any portion of this Agreement is held to be void or unenforceable, the balance thereof shall continue in effect. 29.Applicable Law:The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 30.Binding Effect:This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 31.No Third-Party Beneficiary:This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 32.Counterparts:This Agreement may be executed in counterparts, which together constitute one instrument. 33.Integration:This Agreement and all Exhibits attached hereto constitute the entire agreement of the parties. Covenants or representations not contained herein or made a part thereof by reference, are not binding upon the parties. There are no understandings between the parties other than as set forth in this Agreement. All communications, either verbal or written, made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. 34.Standard of Care:In providing services under this Agreement, Consultant will perform in a manner consistent with the degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. If any service should be found to be not in conformance with this standard, the Consultant shall, at the City’s request, re- perform the service at its own expense. Consultant shall also, at its own expense, make such changes, modifications or additions to the project which are made necessary as a result of the initial non-performance or the re-performance of services. The City’s rights herein are in addition to any other remedies the City may have under the law 35.Ownership and Reuse of Documents: Upon payment in full by City to Consultant for all monies due Consultant under this Agreement, Consultant’s work products produced under this Agreement shall become the sole property of the City. The City’s use, reuse, alteration, or modification of the work products will be at City’s sole risk and without liability or legal exposure to Consultant or to its officers, directors, members, partners, agents, employees, and consultants. 87 Professional Services Agreement – Pioneer Technical Services at BSP FY2025-2026 Page 11 of 12 36.Consent to Electronic Signatures: The Parties have consented to execute this Agreement electronically in conformance with the Montana Uniform Electronic Transactions Act, Title 30, Chapter 18, Part 1, MCA. **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** 88 Professional Services Agreement – Pioneer Technical Services at BSP FY2025-2026 Page 12 of 12 In witness whereof, the Parties hereto do make and execute this Agreement. CITY OF BOZEMAN, MONTANA CONSULTANT BY: BY: Chuck Winn, Interim City Manager Shawn Bisch, Vice President/ CFO DATE: DATE: ATTEST: BY: Mike Maas, City Clerk APPROVED AS TO FORM: BY: Greg Sullivan, City Attorney 89 1309 COLE AVE.  HELENA, MT 59601PH: 406.443.6053  FX: 406.443.8584WWW.PIONEER -TECHNICAL.COM September 9, 2024 Addi Jadin City of Bozeman Via email: ajadin@bozeman.net RE: Bozeman Sports Park - Geotechnical Investigation Proposal Dear Ms. Jadin: Pioneer Technical Services, Inc. (Pioneer) has developed the following scope of work and cost estimate in response to your request for a geotechnical investigation for the proposed sports park at the corner of Flanders and Babcock in Bozeman, Montana. Scope of Work Pioneer proposes to perform the following tasks: 1. Complete a test pit investigation at the locations identified by the FieldTurf director of design. Five test pits will be excavated and will be approximately 8 to 10 feet deep. The test pits will be located on the corners and approximately the center of the proposed sports park. a. The City of Bozeman will coordinate the equipment and operator. b. A geotechnical engineer from Pioneer will log soil lithology, visually classify the soil in the field, and collect soil samples for laboratory testing. 2. Complete 1 percolation test the center test pit. A laboratory U.S. Department of Agriculture soil classification will also be performed on a collected soil sample from the percolation test. 3. Laboratory testing of the soil samples will be performed at Pioneer’s accredited materials testing laboratory in Helena, Montana. 4. Pioneer will provide a brief geotechnical report that summarizes the subsurface soil conditions, laboratory testing, and percolation test. Schedule and Budget Upon notification to proceed with work, Pioneer will develop a schedule based on your project needs and the availability of the excavation subcontractor. The geotechnical report will be completed approximately one month after the fieldwork is complete. Preliminary data and recommendations can be provided earlier upon request. The proposed work will be conducted on a time and materials basis not to exceed $3,700.00. Additional work will be performed at a rate of $154.00 dollars per hour for Project Manager Jeff Riedel and 127.00 dollars per hour for Project Engineer Matthew Needs. See the attached spreadsheets for a breakdown of Pioneer’s costs. Closing Thank you for considering Pioneer. If you have any questions, please do not hesitate to contact us at (406) 223-4829. Sincerely, Jeff Riedel, P.E. Geotechnical Engineer 90 Client:Client Contact:Project Name:Proposal Date: Labor Category Employee Name Title / Position Tasks Billing Rate Hours Cost Hours Cost Hours Cost Hours Cost Hours Cost Hours Cost P6 Jeffrey Riedel Project Manager PM, Investigation, Report $ 154.00 2 $ 308.00 1 $ 154.00 1 $ 154.00 0 $ - 0 $ - 0 $ - P2 Matthew Needs Staff Engineer/Scientist Investigation, Report $ 127.00 16 $ 2,032.00 0 $ - 6 $ 762.00 5 $ 635.00 1 $ 127.00 4 $ 508.00 P1 Randa Colling Staff Engineer/Scientist Technical Editing $ 119.00 1 $ 119.00 0 $ - 0 $ - 0 $ - 0 $ - 1 $ 119.00 T1 Crystal Kleinsasser Administrative/Clerical Photo and Borehole Logs $ 67.00 2 $ 134.00 0 $ - 0 $ - 0 $ - 0 $ - 2 $ 134.00 21 $ 2,593.00 1 $ 154.00 7 $ 916.00 5 $ 635.00 1 $ 127.00 7 $ 761.00 Expense Item Billing Type / Basis Purpose / Description Billing Rate Units Cost Units Cost Units Cost Units Cost Units Cost Units Cost Mileage Current IRS Rate Enter Description $ 0.59 178 $ 104.13 0 $ - 170 $ 99.45 8 $ 4.68 0 $ - 0 $ - $ 104.13 $ - $ 99.45 $ 4.68 $ - $ - Item Cost Expense Item Billing Type / Basis Purpose / Description Markup Rate Units Cost Units Cost Units Cost Units Cost Units Cost Units Cost $ 921.00 Pioneer Laboratory Testing Actual Cost Soil Testing 100%1 $ 921.00 0 $ - 0 $ - 0 $ - 1 $ 921.00 0 $ - $ 750.00 Consultant / Subcontractor Actual + 5%Excavation Subcontractor 105%0 $ - 0 $ - $ - 0 $ - 0 $ - 0 $ - $ 50.00 Materials and Supplies Actual + 5%Percolation Test Supplies 105%1 $ 52.50 0 $ - 0 $ - 1 $ 52.50 0 $ - 0 $ - $ 973.50 $ - $ - $ 52.50 $ 921.00 $ - NA $ 154.00 $ 1,015.45 $ 692.18 $ 1,048.00 $ 761.00 Cost Estimate LINE ITEM TOTALS Pioneer Standard Equipment Rates and Costs Standard Pioneer Equipment Rates and Costs Safety and Project Management TASK 1 Subtotals By Phase / Task Total Estimated Project Cost Supplies, Materials, Consultants, and Subcontractors with Markup LINE ITEM TOTALS TASK 1 City of BozemanMrs. Jadin Bozeman Sports Park $ 3,670.63 Pioneer Labor Hours, Categories, Task Descriptions and Hourly Cost TASK 1 Phase Labor Hours and Cost Expenses with Markup Total LINE ITEM TOTALS 8/26/2024 TASK 2 TASK 3 TASK 4 TASK 5 Investigation and Sampling Percolation Testing Laboratory Testing Report TASK 4 TASK 5 TASK 2 TASK 3 TASK 4 TASK 5 TASK 2 TASK 3 91 Memorandum REPORT TO:City Commission FROM:Max Ziegler - Facilities Assistant Superintendent SUBJECT:Authorize City Manager to Sign First Amendment to Construction Agreement with Wegner Roofing and Solar for Bozeman Library Flat Roofing Overlay Project MEETING DATE:September 17, 2024 AGENDA ITEM TYPE:Agreement - Vendor/Contract RECOMMENDATION:Authorize the City Manager to Sign First Amendment to Construction Agreement with Wegner Roofing and Solar for Bozeman Library Flat Roofing Overlay Project. STRATEGIC PLAN:4.3 Strategic Infrastructure Choices: Prioritize long-term investment and maintenance for existing and new infrastructure. BACKGROUND:The Bozeman Public Library was constructed in 2006 and has since served as Bozeman's sole public Library, offering 53,000 square feet of library circulation area, offices, and public spaces. As the structure approaches 20 years old, many of the original building systems are approaching their projected end of service life. In addition to the recent interior renovation there are several planned capital improvement projects to address aging systems. This project, FCA008, is to repair and replace aging roofing materials on the flat roof sections above the western side of the building. Over the last several years there has been an increase in required patching and repairs to maintain the function of the roof, and roof leaks have been observed in several locations. The roofs to be replaced are original to the 2006 construction and are no longer covered by manufacturers warranty. Staff determined the most cost effective approach to this project would be to install a membrane overlay on top of the existing roof, providing a 20 year or greater manufacturers warranty. The Facilities Department published an RFP for this project in July of 2024, and selected Wegner Roofing and Solar based upon a thorough evaluation of the RFP scoring criteria which took into account the contractors qualifications and proposed cost. This project is anticipated to occur during the month of September 2024, and will be installed according to the manufacturers specifications and conditions. This first amendment to the construction agreement is to authorize a Zero Dollar ($0) change order to modify the scope of work to utilize the roof attachment method specified by the manufacturer to meet manufacturers warranty requirements. 92 UNRESOLVED ISSUES:None at this time. ALTERNATIVES:As Suggested by City Commission. FISCAL EFFECTS:This amendment will result in no change to the contracted amount ($0). Attachments: Construction Agreement - Library Flat Roof Overlay Project - Amendment 1 - Compiled.pdf Construction Agreement - Library Flat Roof Overlay Project - Signed.pdf Report compiled on: September 10, 2024 93 First Amendment to Professional Services Agreement for Bozeman Public Library Flat Roofing Overlay Project FY 2025 Page 1 of 2 FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT THIS FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT FOR Bozeman Public Library Flat Roofing Overlay Project dated August 13, 2024, (the “Agreement”) is made and entered into this _____ day of ____________, 2024, by and between the CITY OF BOZEMAN, MONTANA, a self governing municipal corporation organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771, hereinafter referred to as “City,” and Wegner Roofing and Solar Corporation, 735 Grand Ave., Billings, MT 59101, hereinafter referred to as “Contractor.” In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency whereof being hereby acknowledged, the parties hereto agree to amend the Agreement as follows: 1. Modification to Work to be Performed - Section 1 of the Agreement is amended to change the method of roof membrane attachment from ‘Adhered’ to ‘Mechanically Attached’ to meet roofing materials manufacturer’s warranty requirements, as described in Exhibit A. 2. Agreement still valid. All remaining terms and provisions of the Agreement remain valid. **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** 94 First Amendment to Professional Services Agreement for Bozeman Public Library Flat Roofing Overlay Project FY 2025 Page 2 of 2 IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year first above written. CITY OF BOZEMAN, MONTANA WEGNER ROOFING AND SOLAR By________________________________ By_____________________________ Jeff Mihelich, City Manager Print Name: Title: APPROVED AS TO FORM By_______________________________ Greg Sullivan, Bozeman City Attorney 95 EXHIBIT A 96 City of Bozeman Max Ziegler Fac Asst. Sup. 9/4/2024 97 Construction Agreement for Library Flat Roof Overlay FY2025 Page 1 of 16 CONSTRUCTION AGREEMENT This Construction Agreement is made and entered into this _____ day of ____________, 202__ (“Effective Date”), by and between the CITY OF BOZEMAN, MONTANA, a self- governing municipal corporation organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771, hereinafter referred to as “City,” and, Wegner Roofing and Solar Corporation, 735 Grand Ave., Billings, MT 59101, hereinafter referred to as “Contractor.” The City and Contractor may be referred to individually as “Party” and collectively as “Parties.” In consideration of the covenants, agreements, representations, and warranties contained herein, the parties agree as follows: 1. Work to be Performed: a. A description of the work to be performed for the Bozeman Public Library Flat Roofing Overlay Project (the “Construction Project”) and Contractor’s duties is set forth in the Scope of Services attached hereto as Exhibit A and by this reference made a part hereof, and in the drawings, plans, and specifications provided by the City, which are included in the Scope of Services attached hereto as Exhibit A. b. Prior to the commencement of any work on the Construction Project, Contractor’s representatives and City’s representatives shall hold a meeting to establish a working understanding among the parties as to the scope of the Construction Project and duties of the Contractor. At this meeting, Contractor and City shall resolve any outstanding issues related to the plans, designs, drawings, and specifications. If the parties are unable to resolve these issues and the City fails, refuses, or is unable to approve the same, no work shall commence on the Construction Project until such issues are resolved and the City approves the related plans, designs, drawings, and specifications. c. Except as provided elsewhere in this Agreement, Contractor shall furnish all the labor, materials, equipment, tools, and services necessary to perform and complete the Construction Project. d. During work on the Construction Project, and as part of the final completion of the Construction Project, Contractor shall clean up the Project site, including the removal and satisfactory disposal of all waste, garbage, excess materials, and equipment, and the performance of any other work necessary to restore the site to at least as good order and condition as at the commencement of the Construction Project. Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 August13th 4 98149 Construction Agreement for Library Flat Roof Overlay FY2025 Page 2 of 16 2. City-Supplied Materials: The City may supply materials from time to time in furtherance of the Construction Project. Such materials will be noted as an addendum to this Agreement. 3. Time of Performance: Contractor shall begin the Construction Project after receiving a Notice to Proceed from City and shall complete the Construction Project no later than December 31, 2024. Time is of the essence of completion of all work and each phase of the Construction Project. 4. Liquidated Damages: If the Construction Project is not completed within the time provided by this Agreement, the City may deduct for each day the Construction Project remains uncompleted the sum of Five Hundred Dollars ($500.00) from the compensation hereinafter specified and retain that sum as payment for liquidated damages sustained by reason of the Contractor’s failure to complete the Construction Project on time. 5. Compensation: a. City shall pay to Contractor, and Contractor shall accept as full payment for the performance of this Agreement and the Construction Project, the amount of One Hundred and Eight Thousand and Seventy-Five Dollars ($108,075.00). b. If work not included within the original Construction Documents is requested by City, such additional work and the related compensation shall be agreed to in writing by both parties prior to commencement of the additional work (“Change Order”). c. City shall retain five percent (5%) of the total amount of compensation to be paid to the Contractor to ensure compliance with the terms and conditions of this Agreement and the timely completion of the Construction Project and any and all “punch list” items (“Retainage Amount”). The Retainage Amount shall be paid to Contractor thirty (30) days after the City’s final acceptance of the portion of work for which a separate price is stated in the specifications for the Construction Project. e. Upon acceptance of final payment and for other good and valuable consideration, Contractor shall and hereby does release and forever discharge City, its officers, agents, and employees of and from any and all claims, demands, actions, causes of action, obligations, and liabilities of every kind and character whatsoever, in law and in equity, whether now known or in the future discovered, arising from or related to this Agreement or the Construction Project that Contractor may have or assert against City, its officers, agents, and employees. 6. Inspection and Testing: a. City has the right to inspect and test any and all work performed by Contractor on the Construction Project. Contractor shall allow City and its agents access to the Construction Project at all times and shall provide every reasonable facility for the purpose of such inspection and testing, including temporarily discontinuing portions of the Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 99150 Construction Agreement for Library Flat Roof Overlay FY2025 Page 3 of 16 work or uncovering or taking down portions of the finished work. Any inspection and testing performed by the City and its agents is for the sole benefit of the City and shall not relieve the Contractor of its duty, responsibility, and obligation to ensure that the work strictly complies with the Agreement terms and conditions and all applicable laws and building and safety codes. City’s inspection and testing shall not be deemed or considered acceptance by the City of any portion of the Construction Project. City’s inspection and testing shall not serve to nullify, amend, or waive any warranties provided by the Contractor under this Agreement. b. Contractor shall, without charge, replace any material or correct any work found by the City or its agents to be defective or otherwise not in compliance with the terms and conditions of this Agreement. In the event Contractor fails to replace or correct any defective work or materials after reasonable written notice by the City to do so, the City may take such corrective action, either with its own materials and employees or by retaining any third party to do so, and deduct the cost and expense of such corrective action from the Contractor’s compensation. 7. Partial Utilization of Construction Project: City shall have the right to use or occupy any portion of the Construction Project that City and Contractor mutually agree is substantially completed and constitutes a separately functioning and usable part of the Construction Project for its intended purpose without significant interference with Contractor’s performance of the remaining portions of the Construction Project. In the event City takes possession of any portion of the Construction Project, such possession shall not be deemed an acceptance of the Construction Project, in whole or in part. City’s use of any portion of the Construction Project shall not be grounds for extensions of any construction deadlines or a change in the Contractor’s compensation. Contractor’s warranties shall run from the completion of the total Construction Project and not from the date the City may take possession of selected portions of the Construction Project. 8. Related Work at the Site: Nothing in this Agreement shall prevent or preclude City, through its own employees or by contract with any third party, from performing other work related to the Construction Project at the construction site; provided such related work is not otherwise addressed in this Agreement and provided such related work does not otherwise interfere with Contractor’s performance of this Agreement or the completion of the Construction Project. Contractor shall afford any City employee, agent or representative, or any third party under contract with the City to perform the related work, proper and safe access to the construction site, a reasonable opportunity for the introduction and storage of materials and equipment, the opportunity to perform the related work, and shall properly coordinate the Contractor’s work on the Construction Project with the related work. 9. Contractor’s Warranties: Contractor represents and warrants as follows: a. Unless otherwise specified by the terms of this Agreement, all materials and equipment used by Contractor on the Construction Project shall be new and where not otherwise specified, of the most suitable grade for their intended uses. Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 100151 Construction Agreement for Library Flat Roof Overlay FY2025 Page 4 of 16 b. All workmanship and materials shall be of a kind and nature acceptable to the City. c. All equipment, materials, and labor provided to, on, or for the Construction Project must be free of defects and nonconformities in design, materials, and workmanship for a minimum period beginning with the commencement of the work on the Construction Project and ending one (1) year from the final completion and acceptance by the City of the Construction Project, regardless of whether such equipment, materials, or labor were supplied directly by Contractor or indirectly by Contractor’s subcontractors or suppliers. Other express warranties on materials that provide for a warranty period longer than one year apply for the period of that express warranty and are not reduced by this provision. Upon receipt of City’s written notice of a defective or nonconforming condition during the warranty period, Contractor shall take all actions, including redesign and replacement, to correct the defective or nonconforming condition within a time frame acceptable to the City and at no additional cost to the City. Contractor shall also, at its sole cost, perform any tests required by City to verify that such defective or nonconforming condition has been corrected. Contractor warrants the corrective action taken against defective and nonconforming conditions for a period of an additional one (1) year from the date of City’s acceptance of the corrective action. d. Contractor and its sureties are liable for the satisfaction and full performance of all warranties. e. Contractor shall give its personal attention to the faithful prosecution of the completion of the Construction Project and Contractor, or its duly authorized representative assigned to serve as the Construction Project Manager, shall be personally present at the site of the Construction Project during working hours for the term of this Agreement until the completion of the Construction Project. f. Contractor shall have a complete, accurate, and up-to-date set of construction plans, drawings, and specifications on site at all times. g. Contractor has examined all available records and made field examinations of the site of the Construction Project. Contractor has knowledge of the field conditions to be encountered during the Construction Project. Contractor has knowledge of the types and character of equipment necessary for the work, the types of materials needed and the sources of such materials, and the condition of the local labor market. h. Contractor is responsible for the safety of the work and shall maintain all lights, guards, signs, temporary passages, or other protections necessary for that purpose at all times. i. All work must be performed at Contractor’s risk, and Contractor shall promptly repair or replace all damage and loss at its sole cost and expense regardless of the reason or cause of the damage or loss; provided, however, should the damage or loss be Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 101152 Construction Agreement for Library Flat Roof Overlay FY2025 Page 5 of 16 caused by an intentional or negligent act of the City, the risk of such loss shall be placed on the City. j. Contractor is responsible for any loss or damage to materials, tools, or other articles used or held for use in the completion of performance of the Construction Project. k. Contractor’s performance must be without damage or disruption to any other work or property of the City or of others and without interference with the operation of existing machinery or equipment. l. Title to all work, materials, and equipment covered by any payment of Contractor’s compensation by City, whether directly incorporated into the Construction Project or not, passes to City at the time of payment, free and clear of all liens and encumbrances. 10. Delays and Extensions of Time: If Contractor’s performance of this Agreement is prevented or delayed by any unforeseen cause beyond the control of the Contractor, including acts or omissions of the City, Contractor shall, within ten (10) days of the commencement of any such delay, give the City written notice thereof. Further, Contractor shall, within ten (10) days of the termination of such delay, give the City written notice of the total actual duration of the delay. If the City is provided with these required notices and if the City determines that the cause of the delay was not foreseeable, was beyond the control of the Contractor, and was not a result of the fault or negligence of the Contractor, then the City will determine the total duration of the delay and extend the time for performance of the Agreement accordingly. Unless the delay is caused by the intentional interference of the City with the Contractor’s performance, Contractor shall make no claim for damages or any other claim other than for an extension of time as herein provided by reason of any delays. 11. Suspension: a. The City may, by written notice to the Contractor and at its convenience for any reason, suspend the performance of all or any portion of the work to be performed on the Construction Project (“Notice of Suspension”). The Notice of Suspension shall set forth the time of suspension, if then known to the City. During the period of suspension, Contractor shall use its best efforts to minimize costs associated with the suspension. b. Upon Contractor’s receipt of any Notice of Suspension, unless the notice requires otherwise, Contractor shall: (1) immediately discontinue work on the date and to the extent specified in the Notice of Suspension; (2) place no further orders or subcontracts for materials, services, or equipment; (3) promptly make every reasonable effort to obtain suspension upon terms satisfactory to City of all orders, subcontracts, and rental agreements to the extent that they relate to the performance of the work suspended; and (4) continue to protect and maintain the Project, including those portions on which work has been suspended. Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 102153 Construction Agreement for Library Flat Roof Overlay FY2025 Page 6 of 16 c. As compensation for the suspended work, Contractor will be reimbursed for the following costs, reasonably incurred, without duplication of any item, and to the extent that such costs directly resulted from the suspension: (1) a standby charge paid during the period of suspension which will be sufficient to compensate Contractor for keeping, to the extent required in the Notice of Suspension, Contractor’s organization and equipment committed to the Project in standby status; (2) all reasonably incurred costs for the demobilization of Contractor’s and subcontractor’s crews and equipment; (3) an equitable amount to reimburse Contractor for the cost to protect and maintain the Project during the period of suspension; and (4) an equitable adjustment in the cost of performing the remaining portion of the work post-suspension if, as a direct result of the suspension, the cost to Contractor of subsequently performing the remaining work on the Construction Project has increased or decreased. d. Upon receipt of written notice by the City to resume the suspended work (“Notice to Resume Work”), Contractor shall immediately resume performance of the suspended work as to the extent required in the Notice to Resume Work. Any claim by Contractor for time or compensation described in Section 11(c) shall be made within fifteen (15) days after receipt of the Notice to Resume Work and Contractor shall submit a revised Construction Schedule for the City’s review and approval. Contractor’s failure to timely make such a claim shall result in a waiver of the claim. e. No compensation described in Section 11(c) shall be paid and no extension of time to complete the Construction Project shall be granted if the suspension results from Contractor’s non-compliance with or breach of the terms or requirements of this Agreement. 12. Termination for Contractor’s Fault: a. If Contractor refuses or fails to timely do the work, or any part thereof, or fails to perform any of its obligations under this Agreement, or otherwise breaches any terms or conditions of this Agreement, the City may, by written notice, terminate this Agreement and the Contractor’s right to proceed with all or any part of the Construction Project (“Termination Notice Due to Contractor’s Fault”). The City may then take over the Construction Project and complete it, either with its own resources or by re-letting the contract to any other third party, and may immediately take possession of and use such materials, appliances, tools, and equipment as may be on the site and which may be necessary for the completion of the Construction Project. b. In the event of a termination pursuant to this Section 12, Contractor shall be entitled to payment only for those services Contractor actually rendered. In the case of a lump sum or unit price contract, Contractor shall not be entitled to any further payment until the Construction Project has been completed. Upon completion of the Construction Project, if the unpaid balance of the Contractor’s compensation exceeds the cost to the City of completing the work, including all costs paid to any subcontractors or third parties retained by the City to complete the Construction Project and all administrative costs resulting from the termination (“City’s Cost for Completion”), such excess shall be paid to Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 103154 Construction Agreement for Library Flat Roof Overlay FY2025 Page 7 of 16 the Contractor. If the City’s Cost for Completion exceeds the unpaid balance of the Contractor’s compensation, then Contractor and its sureties shall be liable for and shall pay the difference, plus interest at the rate applicable to court judgments, to the City. c. Any termination provided for by this Section 12 shall be in addition to any other remedies to which the City may be entitled under the law or at equity. d. In the event of termination under this Section 12, Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 13. Termination for City’s Convenience: a. Should conditions arise which, in the sole opinion and discretion of the City, make it advisable to the City to cease work on the Construction Project, the City may terminate this Agreement by written notice to Contractor (“Notice of Termination for City’s Convenience”). The termination shall be effective in the manner specified in the Notice of Termination for City’s Convenience and shall be without prejudice to any claims that the City may otherwise have against Contractor. b. Upon receipt of the Notice of Termination for City’s Convenience, unless otherwise directed in the Notice, the Contractor shall immediately cease work on the Construction Project, discontinue placing orders for materials, supplies, and equipment for the Construction Project, and make every reasonable effort to cancel all existing orders or contracts upon terms satisfactory to the City. Contractor shall do only such work as may be necessary to preserve, protect, and maintain work already completed, in progress, or in transit to the construction site. c. In the event of a termination pursuant to this Section 13, Contractor is entitled to payment only for those services Contractor actually rendered and materials actually purchased or which Contractor has made obligations to purchase on or before the receipt of the Notice of Termination for City’s Convenience, and reasonably incurred costs for demobilization of Contractor’s and any subcontractor’s crews. It is agreed that any materials that City is obligated to purchase from Contractor will remain the City’s sole property. d. The compensation described in Section 13(c) is the sole compensation due to Contractor for its performance of this Agreement. Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 104155 Construction Agreement for Library Flat Roof Overlay FY2025 Page 8 of 16 14. Limitation on Contractor’s Damages; Time for Asserting Claim: a. In the event of a claim for damages by Contractor under this Agreement, Contractor’s damages shall be limited to contract damages and Contractor hereby expressly waives any right to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature or kind. b. In the event Contractor wants to assert a claim for damages of any kind or nature, Contractor shall provide City with written notice of its claim, the facts and circumstances surrounding and giving rise to the claim, and the total amount of damages sought by the claim, within ten (10) days of the facts and circumstances giving rise to the claim. In the event Contractor fails to provide such notice, Contractor shall waive all rights to assert such claim. 15. Representatives and Notices: a. City’s Representative: The City’s Representative for the purpose of this Agreement shall be Max Ziegler, Facilities Assistant Superintendent, or such other individual as City shall designate in writing. Whenever approval or authorization from or communication or submission to City is required by this Agreement, such communication or submission shall be directed to the City’s Representative and approvals or authorizations shall be issued only by such Representative; provided, however, that in exigent circumstances when City’s Representative is not available, Contractor may direct its communication or submission to other designated City personnel or agents and may receive approvals or authorization from such persons. b. Contractor’s Representative: The Contractor’s Representative for the purpose of this Agreement shall be Matt Arps, or such other individual as Contractor shall designate in writing. Whenever direction to or communication with Contractor is required by this Agreement, such direction or communication shall be directed to Contractor’s Representative; provided, however, that in exigent circumstances when Contractor’s Representative is not available, City may direct its direction or communication to other designated Contractor personnel or agents. c. Notices: All notices required by this Agreement shall be in writing and shall be provided to the Representatives named in this Section. Notices shall be deemed given when delivered, if delivered by courier to Party’s address shown above during normal business hours of the recipient; or when sent, if sent by email or fax (with a successful transmission report) to the email address or fax number provided by the Party’s Representative; or on the fifth business day following mailing, if mailed by ordinary mail to the address shown above, postage prepaid. Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 105156 Construction Agreement for Library Flat Roof Overlay FY2025 Page 9 of 16 16. Locating Underground Facilities: Contractor shall be responsible for obtaining and determining the location of any underground facilities, including but not limited to, the location of any pipelines or utility supply, delivery, or service lines in accordance with the provisions of §69-4-501, et seq., Montana Code Annotated (MCA). Contractor shall make every effort to avoid damage to underground facilities and shall be solely responsible for any damage that may occur. If City personnel assume responsibility for locating any underground facilities, this fact shall be noted in writing prior to commencement of such location work. 17. Permits: Contractor shall provide all notices, comply with all applicable laws, ordinances, rules, and regulations, obtain all necessary permits, licenses, including a City of Bozeman business license, and inspections from applicable governmental authorities, pay all fees and charges in connection therewith, and perform all surveys and locations necessary for the timely completion of the Construction Project. 18. Ownership of Documents; Indemnification: All plans, designs, drawings, specifications, documents, sample results and data, in whatever medium or format, originated or prepared by or for Contractor in contemplation of, or in the course of, or as a result of this Agreement or work on the Construction Project, shall be promptly furnished to the City (“City Documents and Information”). All City Documents and Information shall be the exclusive property of the City and shall be deemed to be works-for-hire. Contractor hereby assigns all right, title, and interest in and to the City Documents and Information, including but not limited to, all copyright and patent rights in and to the City Documents and Information. Neither party grants to the other any express or implied licenses under any patents, copyrights, trademarks, or other intellectual property rights, except to the extent necessary to complete its obligations to the other under this Agreement. 19. Laws and Regulations: Contractor shall comply fully with all applicable state and federal laws, regulations, and municipal ordinances including, but not limited to, all workers’ compensation laws, all environmental laws including, but not limited to, the generation and disposal of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, and State building and electrical codes, the Americans with Disabilities Act, and all non- discrimination, affirmative action, and utilization of minority and small business statutes and regulations. 20. Nondiscrimination and Equal Pay: The Contractor agrees that all hiring by Contractor of persons performing this Agreement shall be on the basis of merit and qualifications. The Contractor will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts. The Contractor will not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. The Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 106157 Construction Agreement for Library Flat Roof Overlay FY2025 Page 10 of 16 Contractor shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. Contractor represents it is, and for the term of this Agreement will be, in compliance with the requirements of the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act). Contractor must report to the City any violations of the Montana Equal Pay Act that Contractor has been found guilty of within 60 days of such finding for violations occurring during the term of this Agreement. Contractor shall require these nondiscrimination terms of its subcontractors providing services under this Agreement. 21. Intoxicants; DOT Drug and Alcohol Regulations: Contractor shall not permit or suffer the introduction or use of any intoxicants, including alcohol or illegal drugs, upon the site of the Construction Project. Contractor acknowledges it is aware of and shall comply with its responsibilities and obligations under the U.S. Department of Transportation (DOT) regulations governing anti-drug and alcohol misuse prevention plans and related testing. City shall have the right to request proof of such compliance and Contractor shall be obligated to furnish such proof. The Contractor shall be responsible for instructing and training the Contractor's employees and agents in proper and specified work methods and procedures. The Contractor shall provide continuous inspection and supervision of the work performed. The Contractor is responsible for instructing its employees and agents in safe work practices. 22. Labor Relations: a. In the event that, during the term of this Agreement and throughout the course of Contractor’s performance of the Construction Project, any labor problems or disputes of any type arise or materialize which in turn cause any work on the Construction Project to cease for any period of time, Contractor specifically agrees to take immediate steps, at its own expense and without expectation of reimbursement from City, to alleviate or resolve all such labor problems or disputes. The specific steps Contractor shall take to resume work on the Construction Project shall be left to the discretion of Contractor; provided, however, that Contractor shall bear all costs of any related legal action. Contractor shall provide immediate relief to the City so as to permit the work on the Construction Project to resume and be completed within the time frames set forth in the Construction Schedule at no additional cost to City. b. Contractor shall indemnify, defend, and hold the City harmless from any and all claims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in connection with any labor problems or disputes or any delays or stoppages of work associated with such problems or disputes. Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 107158 Construction Agreement for Library Flat Roof Overlay FY2025 Page 11 of 16 23. Subcontractors: a. Contractor may employ subcontractors for any work on the Construction Project. Contractor shall provide City with a list of all subcontractors employed. b. Contractor remains fully responsible for the acts and omissions of any subcontractor, just as Contractor is for its own acts and omissions, and Contractor shall remain fully responsible and liable for the timely completion of the Construction Project. c. Contractor is solely liable for any and all payments to subcontractors. Contractor shall hold all payments received from the City in trust for the benefit of subcontractors, and all such payments shall be used to satisfy obligations of the Construction Project before being used for any other purpose. Contractor shall make any payments due to any subcontractor within seven (7) days of Contractor’s receipt of payment, including a proportional part of the retainage Contractor has received from the City. In the event of a dispute regarding any subcontractor’s invoice, Contractor shall promptly pay the undisputed amount to the subcontractor and notify the subcontractor in writing of the amount in dispute and the reasons for the dispute. Any withholding of payment must comply with the requirements of §28-2-2103, MCA. In the event Contractor is unwilling or unable to make timely and proper payment to any subcontractor, City may elect to withhold any payment otherwise due to Contractor and upon seven (7) days’ written notice to Contractor, may pay subcontractor by direct or joint payment. 24. Indebtedness and Liens: Before City may make any final payment to Contractor, Contractor shall furnish City with satisfactory proof that there are no outstanding debts or liens in connection with the Construction Project. If the Contractor allows any indebtedness to accrue to subcontractors or others during the progress of the work, and fails to pay or discharge the same within five (5) days after demand, then City may either withhold any money due to Contractor until such indebtedness is paid or apply the same towards the discharge of the indebtedness. If any lien or claim is filed or made by any subcontractor, material supplier, or any other person, the Contractor shall immediately notify the City and shall cause the same to be discharged of record within thirty (30) days after its filing. 25. Hazard Communication: Contractor shall comply with all hazard communication requirements dictated by the Environmental Protection Agency, the Montana Department of Agriculture, OSHA, Hazard Communications Standard, 29 CFR 1910.1200, and applicable City ordinances. Contractor shall supply a chemical list, the associated material safety data sheets (MSDS), and other pertinent health exposure data for chemicals that the Contractor’s, subcontractor’s or the City’s employees may be exposed to while working on City property during the course of the Construction Project. One copy of this documentation must be delivered to City to the attention of the City’s Representative. This documentation must be delivered before work involving these chemicals may commence. 26. Accounts and Records: During the term of this Agreement and for two (2) years following the City’s final acceptance of the Construction Project, Contractor shall maintain accounts and records related to the Construction Project. Upon reasonable notice, City shall have Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 108159 Construction Agreement for Library Flat Roof Overlay FY2025 Page 12 of 16 the right to inspect all such accounts and records, including but not limited to, Contractor’s records, books, correspondence, instructions, drawings, specifications, field and site notes, receipts, invoices, bills, contracts, or other documents relating to the Construction Project. 27. Indemnification; Insurance; Bonds: a. Contractor agrees to release, defend, indemnify, and hold harmless the City, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section as the City) from and against any and all claims, demands, actions, fees and costs (including attorney’s fees and the costs and fees of and expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties that may be asserted against, recovered from or suffered by the City occasioned by, growing or arising out of or resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of the Contractor; or (ii) any negligent, reckless, or intentional misconduct of any of the Contractor’s agents. b. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the indemnitee(s) which would otherwise exist as to such indemnitee(s). c. Contractor’s indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City. d. Should the City be required to bring an action against the Contractor to assert its right to defense or indemnification under this Agreement or under the Contractor’s applicable insurance policies required below the City shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or was obligated to indemnify the City for a claim(s) or any portion(s) thereof. e. In the event of an action filed against the City resulting from the City’s performance under this Agreement, the City may elect to represent itself and incur all costs and expenses of suit. f. Contractor also waives any and all claims and recourse against the City, including the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except “responsibility for [City’s] own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent” as per 28-2-702, MCA. Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 109160 Construction Agreement for Library Flat Roof Overlay FY2025 Page 13 of 16 g. These obligations shall survive termination of this Agreement and the services performed hereunder. h. In addition to and independent from the above, Contractor shall at Contractor’s expense secure insurance coverage through an insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the liabilities and obligations specifically assumed by the Contractor in this Section. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the Contractor in subsection (a) of this Section. The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by the City without limit and without regard to the cause therefore and which is acceptable to the City. Contractor shall furnish to the City an accompanying certificate of insurance and accompanying endorsements in amounts not less than as shown below: • Workers’ Compensation – not less than statutory limits; • Employers’ Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Products and Completed Operations – $1,000,000; • Automobile Liability - $1,000,000 property damage/bodily injury; $2,000,000 annual aggregate (all owned, hired, non-owned vehicles); • Builder’s Risk/Property Insurance at least as broad as that provided by the ISO special causes of loss form (CP10 30) naming at a minimum the City in an amount equal to greater of Contractor’s compensation or full replacement value of the work (covering at a minimum all work, buildings, materials and equipment, whether on site or in transit, loss due to fire, lightening, theft, vandalism, malicious mischief, earthquake, collapse, debris removal, demolition occasioned by enforcement of laws, water damage, flood if site within a flood plain, repair or replacement costs, testing and start-up costs) on an all risk coverage basis. This insurance must include waivers of subrogation between the City and Contractor to the extent that damage to the Construction Project or City Hall is covered by other insurance; • Owner’s and Contractor’s Protective Liability: one policy designating the City (including its agents, representatives, employees, and officers) as the insured and another independent policy designated the City’s Representative (including its consultants, consultants, agents and employees) as the insured on the declarations with both policies covering: (i) operations performed by the Contractor under this Agreement for the City; and (ii) the City’s and City’s Representatives acts or omissions, including negligent acts, in connection with its general supervision of the work of the Contractor’s and its subcontractors - $1,000,000 per occurrence; $2,000,000 aggregate; • Contractual Liability Insurance (covering the Contractor’s indemnity obligations described in this Agreement) - $1,000,000 per occurrence $2,000,000 aggregate Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 110161 Construction Agreement for Library Flat Roof Overlay FY2025 Page 14 of 16 The amounts of insurance provided shall be exclusive of defense costs. The City of Bozeman shall be endorsed as an additional or named insured on a primary non- contributory basis on both the Commercial General and Automobile Liability policies. The insurance and required endorsements must be in a form suitable to City and shall include no less than a thirty (30) day notice of cancellation or non-renewal. Contractor shall notify City within two (2) business days of Contractor’s receipt of notice that any required insurance coverage will be terminated or Contractor’s decision to terminate any required insurance coverage for any reason. The City must approve all insurance coverage and endorsements prior to the Contractor commencing work. i. The Contractor shall furnish a Performance Bond and a Payment Bond in favor of the City each in an amount equal to one-hundred Percent (100%) of the Agreement amount. 28. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. Contractor understands that all contractors or subcontractors working on a publicly funded project are required to pay or have withheld from earnings a license fee of one percent (1%) of the gross contract price if the gross contract price is Five Thousand Dollars ($5,000) or more. This license fee is paid to the Montana Department of Revenue. 29. Dispute Resolution: a. Any claim, controversy, or dispute between the parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each party duly authorized to execute settlement agreements. Upon mutual agreement of the parties, the parties may invite an independent, disinterested mediator to assist in the negotiated settlement discussions. b. If the parties are unable to resolve the dispute within thirty (30) days from the date the dispute was first raised, then such dispute shall be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 30. Survival: Contractor’s indemnification and warranty obligations shall survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 31. Headings: The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 32. Waiver: A waiver by City of any default or breach by Contractor of any covenants, terms, or conditions of this Agreement does not limit City’s right to enforce such covenants, terms, or conditions or to pursue City’s rights in the event of any subsequent default or breach. Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 111162 Construction Agreement for Library Flat Roof Overlay FY2025 Page 15 of 16 33. Attorney’s Fees and Costs: In the event it becomes necessary for either Party to retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel including the City Attorney’s Office staff. 34. Severability: If any portion of this Agreement is held to be void or unenforceable, the balance thereof shall continue in effect. 35. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 36. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 37. Amendments: This Agreement may not be modified, amended, or changed in any respect except by a written document signed by all parties. 38. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 38. Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 39. Assignment: Contractor may not assign this Agreement in whole or in part without the prior written consent of the City. No assignment will relieve Contractor of its responsibility for the performance of the Agreement and the completion of the Construction Project. Contractor may not assign to any third party other than Contractor’s subcontractors on the Construction Project, the right to receive monies due from City without the prior written consent of City. 40. Authority: Each party represents that it has full power and authority to enter into and perform this Agreement and the person signing this Agreement on behalf of each party has been properly authorized and empowered to sign this Agreement. 41. Independent Contractor: The parties agree and acknowledge that in the performance of this Agreement and the completion of the Construction Project, Contractor shall render services as an independent contractor and not as the agent, representative, subcontractor, or employee of the City. The parties further agree that all individuals and companies retained by Contractor at all times will be considered the agents, employees, or independent contractors of Contractor and at no time will they be the employees, agents, or representatives of the City. 42. Integration: This Agreement and all Exhibits attached hereto constitute the entire agreement of the parties. Covenants or representations not contained therein or made a part thereof by reference, are not binding upon the parties. There are no understandings between the parties Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 112163 Construction Agreement for Library Flat Roof Overlay FY2025 Page 16 of 16 other than as set forth in this Agreement. All communications, either verbal or written, made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. 43. Consent to Electronic Signatures: The Parties have consented to execute this Agreement electronically in conformance with the Montana Uniform Electronic Transactions Act, Title 30, Chapter 18, Part 1, MCA. **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** IN WITNESS WHEREOF, Contractor and City have caused this Agreement to be executed, effective on the date written above, and intend to be legally bound thereby. CITY OF BOZEMAN, MONTANA CONTRACTOR By: _______________________________ By: Chuck Winn, City Manager Print Name: Title: APPROVED AS TO FORM: By: _______________________________ Greg Sullivan, City Attorney Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 Wegner Roofing & Solar Corp. CEO Brandon Wegner 113164 EXHIBIT A Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 114165 Customer library, Bozeman Public Job #: 1997563 626 E Main St Bozeman, MT 59715 None None Wegner Roofing & Solar Representative: Matt Arps (508) 524-7500 Matt.Arps@WegnerRoofing.com Wegner Roofing & Solar 2913 Millennium Circle Billings, MT 59102 Ph: 406.850.9842 Customer Invoice page 1 Description Quantity Price ROOFING 60 Mil FB Layover D&R Parapet cap metal 60Mil FB layover (Fully adhered) 75.00 EA $108,075.00 Grand Total $108,075.00 Payments received:$0.00 Balance Due: $108,075.00 Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 115166 Firm Profile Founded in 2011 as Wegner Homes, Wegner Roofing and Solar has established itself as a premier provider in the roofing industry. Our services have expanded over the years to include the installation of state-of-the-art solar panels in 2022, alongside our long-standing expertise in roofing, siding, and window installations. We take pride in enhancing both the functionality and aesthetics of residential and commercial buildings. Isaac will be our project manager for this job. Isaac has 5 years experience managing high profile commercial projects like this in the Big Sky and Bozeman area. Our Expertise: Roofing Solutions: Specializing in high-quality membrane roofing, we offer both commercial and residential solutions including asphalt shingles and durable metal roofing. Our team is adept in installing composite roofing systems, ensuring top-tier performance and longevity. Solar Installations As a forward-thinking company, we have embraced solar technology, providing cutting-edge solar solutions that contribute to energy efficiency and environmental sustainability Additional Services: Our proficiency extends beyond roofing and solar to include a wide range of exterior services such as various siding options, window installations, as well as door and gutter solutions. Our Team: Wegner Roofing and Solar is powered by a dedicated team of over 45 professionals, including oƯice staƯ, sales consultants, and field managers, all of whom are full-time, W2 employees committed to excellence in every project. Our Commitments: Financial Stability: We maintain excellent relationships with our suppliers and financial institutions, ensuring robust lines of credit and operational integrity. References from banks and suppliers are available upon request. Insurance and Bonding: We boast an exemplary standing with our insurance and surety companies, enabling us to secure Payment and Performance (P&P) bonds for projects of any scale. Proposed Schedule: We believe an ideal time period for scheduling could be the month of September, we think the job would take around 2 weeks of work days with cooperating weather. With this being an overlay, this is a more simple process than tearing the roof down to the deck. We will be able to guarantee the waterproofing by end of day, each and every day. We should be able to accommodate any scheduling preferences asked of us and are open to anything. Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 116167 City of Bozeman We have not completed any work for the City of Bozeman yet. We have installed 75+ roof, siding, and solar projects in the Bozeman region. Proposed Solution Obey all OSHA safety standards Keep public and owner’s employees from all work being completed. Detach Parapet Wall Cap Perforate membrane per manufacturer’s specs to apply membrane. Install 60 MIL Fleece-Backed TPO that will be fully adhered with glue. Install TPO flashing around all roof penetrations Haul away all trash and debris We would ask for materials to be paid for upon delivery ($42,000) and the remaining amount to be paid when labor and cleanup has been completed ($66,075) $108,075.00 Total Price Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 117168 Experience with Similar Projects Montana Tank Works: 4119 2nd Ave South, Billings, MT. This project included 150 square of TPO, reflashing of 28 skylights 406.672.7691 Eric Pennington County High Rise Buildings, Rapid City, SD. This project consisted of over 400 square of NDL warranty EPDM install 605.209.9489 Jonathon Old Board of Health in Helena, MT. We worked on a historical roof rehab with a EPDM Overlay roof system as part of the Dick Anderson remodel 406.459.7929 Daniel At 322 Plainview Rd, we completed a 375 sq roof replacement for a Warehouse(Associated Foods). 406.322.9951 Kathy Jobs on the horizon: Similar jobs under contract for this roofing season include a: 250SQ roof replacement Montana Women’s Prison in Billings, MT with a NDL warranty 450 SQ roof replacement at MSU Grant Chamberlain housing in Bozeman, MT with a NDL warranty 1,350 Sq Roof replacement at the Hardin School District in Hardin, MT with a NDL warranty 40 SQ roof replacement at the Visitors Center in Bismarck, ND with a Décor rib that looks like | standing seam metal with a NDL warranty. Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 118169 Proposed Schedule We believe an ideal time period for scheduling could be the month of September, we think the job would take around 3 weeks worth of work days with cooperating weather. We should be able to accommodate any scheduling preferences asked of us and are open to anything. At Wegner Roofing and Solar, we are dedicated to delivering superior craftsmanship and customer service. Our commitment to quality and sustainability makes us a reliable partner in protecting and enhancing your property. Trust us to bring unparalleled expertise and precision to your next project Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 119170 Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 120171 Appendix A NONDISCRIMINATION AND EQUAL PAY AFFIRMATION Wegner Roofing and Solar (name of entity submitting) hereby aƯirms it will not discriminate on the basis of race, color, religion, creed, sex, age, marital status, national origin, or because of actual or perceived sexual orientation, gender identity or disability and acknowledges and understands the eventual contract will contain a provision prohibiting discrimination as described above and this prohibition on discrimination shall apply to the hiring and treatments or proposer’s employees and to all subcontracts. In addition, Wegner Roofing and Solar (name of entity submitting) hereby aƯirms it will abide by the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act), and has visited the State of Montana Equal Pay for Equal Work “best practices” website, https://equalpay.mt.gov/BestPractices/Employers, or equivalent “best practices publication and has read the material. RILEY WEGNER ROOFING DIVISION PRESIDENT Name and title of person authorized to sign on behalf of submitter Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 121172 Visit gaf.com For additional information, contact GAF Design Services at 1-877-423-7663 or designservices@gaf.com Description: Combine performance and value with EverGuard® TPO Fleece-Back Membrane 45-mil, 60-mil, and 80-mil. Factory-applied polyester fleece lets you offer the proven performance of EverGuard® TPO, while increasing durability and reducing labor: n Provides enhanced puncture resistance against foot traffic, hail, and other impacts* n Does not require a slip sheet when installed over a variety of existing roof systems n Guarantees available according to thickness, with coverage up to 30 years for 80-mil.† Accessories: Fabricating details on-site can be time-consuming, costly, inconsistent, and even unreliable. EverGuard® TPO prefabricated accessories save you time and labor, deliver consistent performance, and create a uniform aesthetic. Product Information: Explore installation options — EverGuard® TPO Fleece-Back Membrane can be installed with a wide range of applications: n Mechanically attached — quick, cost-effective, and available practically year-round n Adhered — effective with EverGuard® WB181 Bonding Adhesive (water-based) or hot asphalt for a smooth appearance and excellent wind uplift n LRF Adhesive O — low-rise foam that’s low-VOC, ideal for minor surface irregularities, and available in a cartridge or 5-gallon container n LRF Adhesive M — low-rise foam that’s similar to LRF-O and can also be used for ISO insulation applications n LRF Adhesive XF — 2- part low-rise foam that's Low-VOC, ideal for minor surface irregularities, and can adhere up to 24 squares of Fleece-Back Membrane. n OlyBond 500 — 2-part low-rise foam that's Low-VOC, ideal for minor surface irregularities, and can adhere up to 24 squares of Fleece-Back Membrane 45, 60, 80 * GAF warranties and guarantees do not provide coverage against traffic except where GAF walkways are applied, or against hail or other impact. Refer to gaf.com for more information on warranty and guarantee coverage and restrictions. Hail or puncture resistance coverage may be available for purchase for eligible systems. Contact GAF for more information. † Additional requirements apply. Contact GAF for more information. See applicable guarantee, available at gaf.com, for complete coverage and restrictions. Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 122173 We protect what matters most™ 45, 60, 80 Physical Properties (ASTM D6878) Type ASTM Test Method ASTM D6878 Minimum EverGuard® TPO Fleece-Back Membrane Test Values (approx.)‡ 45 mil 60 mil 80 mil Nominal Thickness ASTM D751 0.039" (0.99 mm)0.045" (1.14 mm)0.060" (1.52 mm)0.080" (2.03 mm) Breaking Strength ASTM D751 Grab Method 220 lbf (38.5 kg)375 lbf x 330 lbf (559 x 492 kg/m)400 lbf x 360 lbf (596 x 536 kg/m)440 lbf x 390 lbf (656 x 581 kg/m) Factory Seam Strength ASTM D751 66 lbf (98.34 kg/m) 115 lbf (membrane failure) (171 kg/m) 145 lbf (membrane failure) (216 kg/m) 155 lbf (membrane failure) (231 kg/m) Elongation at Break ASTM D751 15%30%30%30% Heat Aging ASTM D573 90% Retention of Breaking Strength and Elongation at Break 100%100%100% Tear Strength ASTM D3045 8" x 8" sample (203 mm x 203 mm) 55 lbf (81.95 kg/m) 90 lbf x 120 lbf (134 x 179 kg/m) 70 lbf x 130 lbf (104 x 194 kg/m) 100 lbf x 180 lbf (149 x 268 kg/m) Puncture Resistance FTM 101 C Method 2031 Not Established >350 lb. (159 kg)>380 lb. (172 kg)>380 lb. (172 kg) Cold Brittleness ASTM D2137 -40°C -40°C -40°C -40°C Permeance ASTM E96 Not Established 0.08 Perms 0.08 Perms 0.08 Perms Dimensional Change ASTM D1204 @ 158°F (70°C), 6 hrs.±1%0.2%0.4%0.4% Water Absorption ASTM D471 @ 158°F (70°C), 1 week ±3.0%0.7%0.7%0.7% Hydrostatic Resistance ASTM D751 Method D Not Established 390 psi 430 psi 430 psi Ozone Resistance ASTM D1149 No visible deterioration @ 7x magnification No visible deterioration @ 7x magnification No visible deterioration @ 7x magnification No visible deterioration @ 7x magnification Weather Resistance ASTM G155 / D6878 10,080 KJ / (m2 • nm) at 340 nm >20,000 KJ / (m2 • nm) at 340 nm >25,000 KJ / (m2 • nm) at 340 nm >25,000 KJ / (m2 • nm) at 340 nm Heat Aging ASTM D573 240°F (115°C), 32 weeks 60 weeks 60 weeks 60 weeks Thickness Above Scrim ASTM D7635 Min 30% of Total Thickness 15.8 mil (Nominal)22.1 mil (Nominal)31.4 mil (Nominal) Available Guarantees Up to 20 years Up to 25 years Up to 30 years NOTE: Additional requirements apply. Contact GAF for more information. See applicable guarantee, available at gaf.com, for complete coverage and restrictions.* White Membrane Only † Certain data is provided in MD (machine direction) x CMD (cross machine direction) format.‡ Values stated are approximate and subject to normal manufacturing variation. These values are not guaranteed and are provided solely as a guide. Sustainability Ratings/Certifications Cool Roof Rating Council (CRRC) Type ASTM Test Method Color Product ID#Initial Aged Solar Reflectance ASTM C1549 White 0676-0027 0.76 0.68 Thermal Emittance ASTM C1371 White 0676-0027 0.90 0.83 Solar Reflectance Index (SRI)ASTM E1980 White 0676-0027 94 81 LEED Information (white only) Manufacturing Location Mount Vernon, IN New Columbia, PA Cedar City, UT For additional information, contact GAF Design Services at 1-877-423-7663 or designservices@gaf.com Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 123174 We protect what matters most™ 45, 60, 80 Applicable Standards/Approvals Miami Dade County Product Control Approved FM Approved (Refer to FM www.RoofNav.com for actual assemblies) Classified by UL in accordance with ANSI/ UL 790. (Refer to UL Product iQ for actual assemblies). UL Evaluation Report UL ER1306-01 Meets or exceeds the requirements of ASTM D6878.State of Florida Approved ICC-ES Evaluation Report ESR-4676 (Cedar City, UT only) Meets or exceeds the requirements of the Texas Department of Insurance. CRRC Rated - Can be used to comply with 2022 Title 24, Part 6, Cool Roof Requirements of the California Code of Regulations (White only) Product Data Roll Size Colors Full Roll Size Full Roll Weight (Average)Half Roll Size Half Roll Weight (Average) 45 mil White, Tan, Gray 10' x 100' (3.05 x 30.5 m) (1,000 sq. ft. [92.9 sq.m])272 lb. (123 kg)5' x 100' (1.52 x 30.5 m) (500 sq. ft. [46.5 sq.m])136 lb. (62 kg) 60 mil White, Tan, Gray, Energy Tan, Energy Gray 10' x 100' (3.05 x 30.5 m) (1,000 sq. ft. [92.9 sq.m])348 lb. (158 kg) 5' x 100' (1.52 x 30.5 m) (500 sq. ft. [46.5 sq.m])174 lb. (79 kg) 80 mil White, Tan, Gray 10' x 50' (3.05 x 15.24 m) (500 sq. ft. [46.5 sq.m])232 lb. (105 kg)5' x 50' (1.52 x 15.24 m) (250 sq. ft. [23.23 sq.m])116 lb. (53 kg) Storage Store on pallets in a clean, dry area at temperatures below 100°F (38ºC). Safety Warning Membrane rolls are heavy. Employ at least two people to position and install. Note: Membrane rolls shipped horizontally on pallets, stacked pyramid-style and banded.©2024 GAF • COMEG873-PDF-0624For additional information, contact GAF Design Services at 1-877-423-7663 or designservices@gaf.com Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 124175 Certificate Of Completion Envelope Id: F529408266FF4C7ABAE31A45DB9EE4D8 Status: Completed Subject: Complete with Docusign: F.4 Construction_Agreement_-_Library_Flat_Roof_Overlay_Project_-_Compil... Source Envelope: Document Pages: 27 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 0 Mike Maas AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-07:00) Mountain Time (US & Canada) Stamps: 1 PO Box 1230 Bozeman, MT 59771 Mmaas@bozeman.net IP Address: 69.145.83.100 Record Tracking Status: Original 8/15/2024 8:52:39 AM Holder: Mike Maas Mmaas@bozeman.net Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Bozeman Location: DocuSign Signer Events Signature Timestamp Brandon Wegner brandon@wegnerroofing.com CEO Wegner Roofing & Solar Corp. Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 69.144.128.101 Sent: 8/15/2024 8:56:23 AM Resent: 8/26/2024 3:59:03 PM Viewed: 8/26/2024 4:28:59 PM Signed: 8/26/2024 4:35:02 PM Electronic Record and Signature Disclosure: Accepted: 8/15/2024 10:17:53 AM ID: 1473f70e-8690-4849-8004-55e62a4f9596 Greg Sullivan gsullivan@bozeman.net Bozeman City Attorney City of Bozeman, Montana Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 69.145.83.100 Sent: 8/26/2024 4:35:04 PM Viewed: 8/26/2024 4:42:17 PM Signed: 8/26/2024 4:42:25 PM Electronic Record and Signature Disclosure: Accepted: 8/26/2024 4:42:17 PM ID: 3d1c0268-a970-40eb-9ad9-ee5438e787ac Chuck Winn cwinn@bozeman.net Acting City Manager City of Bozeman Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 69.145.83.100 Sent: 8/26/2024 4:42:27 PM Viewed: 8/27/2024 8:47:21 AM Signed: 8/27/2024 8:47:34 AM Electronic Record and Signature Disclosure: Accepted: 8/27/2024 8:47:20 AM ID: 7bd2e215-f3b7-46af-8d28-86a2bfe51ae5 Mike Maas mmaas@bozeman.net City Clerk City of Bozeman Security Level: Email, Account Authentication (None) Signed Using IP Address: 69.145.83.100 Sent: 8/27/2024 8:47:36 AM Viewed: 8/27/2024 9:36:23 AM Signed: 8/27/2024 9:36:35 AM 125176 Signer Events Signature Timestamp Electronic Record and Signature Disclosure: Accepted: 1/6/2020 4:08:14 PM ID: 79370d6f-72a4-4837-866f-9ec31f00062f In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Riley Wegner riley@wegnerroofing.com Security Level: Email, Account Authentication (None) Sent: 8/27/2024 9:36:37 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Max Ziegler wziegler@bozeman.net Facilities Project Coordinator City of Bozeman Security Level: Email, Account Authentication (None) Sent: 8/27/2024 9:36:38 AM Electronic Record and Signature Disclosure: Accepted: 4/2/2024 9:11:00 AM ID: 7351ca1b-bf95-48ff-9fc5-a1369b10797f Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/15/2024 8:56:24 AM Certified Delivered Security Checked 8/27/2024 9:36:23 AM Signing Complete Security Checked 8/27/2024 9:36:35 AM Completed Security Checked 8/27/2024 9:36:38 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 126177 CONSUMER DISCLOSURE From time to time, City of Bozeman (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Electronic Record and Signature Disclosure created on: 7/9/2018 4:06:02 PM Parties agreed to: Brandon Wegner, Greg Sullivan, Chuck Winn, Mike Maas, Max Ziegler 127178 How to contact City of Bozeman: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: jolson@bozeman.net To advise City of Bozeman of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at jolson@bozeman.net and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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By checking the ‘I agree’ box, I confirm that:  I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC CONSUMER DISCLOSURES document; and  I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and  Until or unless I notify City of Bozeman as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Bozeman during the course of my relationship with you. 129180 Memorandum REPORT TO:City Commission FROM:Elizabeth Cramblet, Associate Planner Chris Saunders, Community Development Manager Erin George, Interim Community Development Director SUBJECT:Ordinance 2168, Provisional Adoption, Amending Table 38.310.040.C. of Chapter 38 of the Bozeman Municipal Code to Allow Apartments as a Permitted Use with No Restrictions in Area on the Second and Subsequent Floors, and Basements of Buildings, and to Allow Lobbies on the Ground Floor When Associated with Residential Uses in the Northeast Historic Mixed Use (NEHMU District), Application 24225. MEETING DATE:September 17, 2024 AGENDA ITEM TYPE:Ordinance RECOMMENDATION:Provisionally Adopt Ordinance 2168 STRATEGIC PLAN:4.2 High Quality Urban Approach: Continue to support high-quality planning, ranging from building design to neighborhood layouts, while pursuing urban approaches to issues such as multimodal transportation, infill, density, connected trails and parks, and walkable neighborhoods. BACKGROUND:The City Commission unanimously approved Application 24225 on August 27, 2024, to modify the City's development code to allow apartments as a permitted use with no restrictions in area on the second and subsequent floors, and basements of buildings, and to allow lobbies on the ground floor when associated with residential uses in the Northeast Historic Mixed Use (NEHMU) District. The proposed revision to the UDC Table 38.310.040.C would be applicable to any lot within the NEHMU District, city wide. UNRESOLVED ISSUES:None ALTERNATIVES:As determined by the Commission. FISCAL EFFECTS:No unusual fiscal effects have been identified. No presently budgeted funds will be changed by this Zone Text Amendment. Future development will incur costs and generate review according to standard City practices. Attachments: Ordinance 24225 NEHMU ZTA.docx Report compiled on: September 4, 2024 130 131 Version February 2023 Ord. 2168 Page 1 of 7 ORDINANCE 2168 AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF BOZEMAN, MONTANA AMENDING TABLE 38.310.040.C OF CHAPTER 38 OF THE BOZEMAN MUNICIPAL CODE TO ALLOW APARTMENTS AS A PERMITTED USE WITH NO RESTRICTIONS IN AREA ON THE SECOND AND SUBSEQUENT FLOORS, AND BASEMENTS OF BUILDINGS, AND TO ALLOW LOBBIES ON THE GROUND FLOOR WHEN ASSOCIATED WITH RESIDENTIAL USES IN THE NEHMU DISTRICT (NORTHEAST HISTORIC MIXED USE DISTRICT), APPLICATION 24225. WHEREAS, the City of Bozeman (the “City”) has adopted land development and use standards to protect public health, safety and welfare and otherwise execute the purposes of Montana Code Annotated §§ 76-1-102, 76-2-304, 76-3-102, and 76-3-501; and WHEREAS, pursuant to the Bozeman City Charter, the City of Bozeman has adopted and is hereby relying upon its self-government powers recognizing pursuant to Montana law such self- government powers must be liberally construed in favor of such power; and WHEREAS,pursuant to Chapter 38, Section 38.260.010.A of the Bozeman Municipal Code (BMC), Bangtail Partners, LLC, Nest Partners submitted application number 24225 for a specific zoning text amendment for Table 38.310.040.C to allow apartments as a permitted use with no restrictions in area on the second and subsequent floors, and basements of buildings, and to allow lobbies on the ground floor when associated with residential uses in the NEHMU District; and WHEREAS,pursuant to BMC Section 38.260.020, upon receipt of such application, the Community Development Department initiated the required investigation of facts bearing on such proposed amendment to ensure that the action is consistent with the intent and purposes of Chapter 38, Section 38.100.040 to protect health, safety and general welfare; and WHEREAS,on July 15, 2024, the Bozeman Community Development Board, acting as the Bozeman Zoning Commission, voted unanimously to recommend approval on a 5-0 vote to the Bozeman City Commission; and 132 Ordinance No. 2168, NEHMU Zone Text Amendment Page 2 of 7 WHEREAS,pursuant to Sections 38.220.420 and 38.260.030, public notice of the July 15, 2024 public hearing on the proposed amendment before the Community Development Board and of the August 27, 2024 public hearing before the Bozeman City Commission was given by publication in a general circulation newspaper on June 22, 2024, July 6, 2024, and August 10, 2024, which is not less than 15 or more than 45 calendar days prior to the public hearings; and WHEREAS, after proper notice, the City Commission held its public hearing on August 27, 2024, to receive and review all written and oral testimony on the proposed amendments; and WHEREAS, the City Commission has reviewed and considered the applicable amendment criteria established in Montana Code Annotated (MCA) § 76-2-304, considered the Community Development Board recommendation, and all the information presented by staff and the Applicant at the July 15, 2024 public hearing, and found that the proposed amendments to Table 38.310.040.C presented by the Applicant and recommended by the Community Development Board is in compliance with the MCA criteria; and NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF BOZEMAN, MONTANA: Section 1 Legislative Findings The City Commission hereby makes the following findings in support of adoption of this Ordinance: 1. The City adopted a growth policy, the Bozeman Community Plan 2020, by Resolution 5133 to establish policies for development of the community including zoning; 2. The Bozeman Community Plan 2020, Chapter 5, sets forth the policies by which the City reviews and applies the criteria for amendment of zoning established in 76-2-305, MCA; 3. Zoning, including text amendments, must be in accordance with an adopted growth policy; 4. A staff report analyzing the required criteria for a zone text amendment, including accordance to the Bozeman Community Plan 2020, has found that the required criteria are satisfied; 5. The two required public hearings were advertised as required in state law and municipal code and all persons have had opportunity to review the materials applicable to the application and provide comment prior to a decision; 6. The Bozeman Community Development Board as the Zoning Commission has been established as required in state law and conducted their required public hearing; and after consideration of application materials, staff analysis and report, and all submitted public 133 Ordinance No. 2168, NEHMU Zone Text Amendment Page 3 of 7 comment recommended approval of the application. 7. The City Commission conducted a public hearing to provide all interested parties the opportunity to provide evidence and testimony regarding the proposed amendment prior to the City Commission acting on the application. 8. The City Commission considered the application materials, staff analysis and report, the Community Development Board recommendation, all information presented by staff and the Applicant, and all other relevant information. 9. The City Commission determines that, as set forth in the staff report and incorporating the staff findings, Community Development Board’s amendment and recommendation, and staff and Applicant presentation at the public hearing as part of their decision, the required criteria for approval of the proposed Bozeman Unified Development Code (UDC) Table 38.310.040.C text amendment to allow apartments as a permitted use with no restrictions in area on the second and subsequent floors, and basements of buildings, and to allow lobbies on the ground floor when associated with residential uses in the NEHMU District. Section 2 Table 38.310.040.C—Permitted residential uses in commercial, mixed use, and industrial zoning districts. Permitted uses for the NEHMU District—shall be amended to read as follows with all other elements of the table and footnotes remaining unchanged. Zoning Districts Commercial Mixed Use Industrial PLI B-11 B-2 B-2M B-3 UMU (38.310.050) REMU (38.310.060) NEHMU BP M-1 M-2 General residential Accessory dwelling unit (38.360.040)--------------------P P ------------ Apartments*ᶟ P⁴P⁴P⁵P⁵P P A⁶ P⁴---A⁶A⁶--- Apartment buildings*ᶟ ---S P P⁵P P --------------- 134 Ordinance No. 2168, NEHMU Zone Text Amendment Page 4 of 7 Cottage housing* (38.360.120)---------------P --------------- Single household dwelling (38.360.220) ---------------P P ------------ B-11 B-2 B-2M B-3 UMU REMU NEHMU BP M-1 M-2 PLI Three household dwelling or four household dwelling (38.360.220) ---------------P --------------- Townhouses*ᶟ & rowhouses* (38.360.250)---S⁷P⁷P⁷---P⁸P ------------ Two-household dwelling (38.360.220)---------------P P ------------ Live-work units*P P P P P P P ------------ Ground floor residential S P⁵P⁵--------------------- Group residences Community residential facilities with eight or fewer residents* P⁴P⁴˒⁵P⁴˒⁵P⁴˒⁵P⁴˒⁵P P ------------ Community residential facilities serving nine or more residents* ---S S ---P P --------------- Cooperative household*---------------P S ------------ Group living (38.360.135)*P⁴P⁴P⁵P⁴---P P ------------ 135 Ordinance No. 2168, NEHMU Zone Text Amendment Page 5 of 7 Lodging houses*---S S⁵Sᶟ P P --------------- Transitional and emergency housing and related services (38.360.140)* ---S S S S S S S S ---S Notes: 1. In the B-1 district, the footprint of individual buildings must not exceed 5,000 square feet. 2. Authorized uses in the NEHMU district include those uses allowed in the R-2 district (some of which aren’t addressed in this table). 3. May be subject to the provisions of chapter 38, article 380. 4. When located on the second or subsequent floor, or basement as defined in section 38.700.030 of this chapter. Lobbies associated with residential uses are allowed on the ground floor. 5. Non-residential uses (except for lobbies associated with residential uses) are required on the ground floor to a minimum depth of 20 feet from front building façade on properties adjacent to designated storefront streets per section 38.500.010. 6. For the purpose of this section, accessory means less than 50 percent of the gross floor area of the building, and not located on the ground floor. 7. Five or more attached units. 8. Five or fewer attached units. Section 3 Repealer. All provisions of the ordinances of the City of Bozeman in conflict with the provisions of this ordinance are, and the same are hereby, repealed and all other provisions of the ordinances of the City of Bozeman not in conflict with the provisions of this ordinance shall remain in full force and effect. Section 4 Savings Provision. This ordinance does not affect the rights and duties that matured, penalties that were incurred or proceedings that were begun before the effective date of this ordinance. All other 136 Ordinance No. 2168, NEHMU Zone Text Amendment Page 6 of 7 provisions of the Bozeman Municipal Code not amended by this Ordinance shall remain in full force and effect. Section 5 Severability. That should any sentence, paragraph, subdivision, clause, phrase or section of this ordinance be adjudged or held to be unconstitutional, illegal, or invalid, the same shall not affect the validity of this ordinance as a whole, or any part or provision thereof, other than the part so decided to be invalid, illegal or unconstitutional, and shall not affect the validity of the Bozeman Municipal Code as a whole. Section 6 Codification. The provisions of Section 2 of this Ordinance shall be codified as appropriate in the Bozeman Municipal Code. Section 7 Effective Date. This ordinance shall be in full force and effect thirty (30) days after final adoption. 137 Ordinance No. 2168, NEHMU Zone Text Amendment Page 7 of 7 ADOPTED by the City Commission of the City of Bozeman, Montana, on first reading at a regular session held on the 17th day of September 2024. ____________________________________ TERENCE CUNNINGHAM Mayor ATTEST: ____________________________________ MIKE MAAS City Clerk FINALLY PASSED, ADOPTED AND APPROVED by the City Commission of the City of Bozeman, Montana on second reading at a regular session thereof held on the 1 st of October 2024. The effective date of this ordinance is ______________, 2024. _________________________________ TERENCE CUNNINGHAM Mayor ATTEST: _______________________________ MIKE MAAS City Clerk APPROVED AS TO FORM: _________________________________ GREG SULLIVAN City Attorney 138 Memorandum REPORT TO:City Commission FROM:Takami Clark, Communications & Engagement Manager Chris Saunders, Community Development Manager Erin George, Community Development Interim Director SUBJECT:Unified Development Code (UDC) Work Session to Consider Timing, Public Engagement, Sequence of Actions, and Compliance with the Montana Land Use Planning Act, Application 21381 MEETING DATE:September 17, 2024 AGENDA ITEM TYPE:Policy Discussion RECOMMENDATION:Receive presentation and public comment. Give direction on restarting the update to Chapter 38, Unified Development Code, Bozeman Municipal Code and compliance with the Montana Land Use Planning Act. STRATEGIC PLAN:4.2 High Quality Urban Approach: Continue to support high-quality planning, ranging from building design to neighborhood layouts, while pursuing urban approaches to issues such as multimodal transportation, infill, density, connected trails and parks, and walkable neighborhoods. BACKGROUND:Background: The City establishes plans for the community and development regulations within the framework established by the State. The City has had zoning in place since 1935 and the Bozeman Community Plan 2020, the most recent growth policy, was adopted in November 2020. Development regulations must, by state law, be in accordance with adopted planning documents including the Bozeman Community Plan 2020 [External PDF]. The City Commission adopted priorities in 2022 to address community needs over the next two years. One element was to update the Unified Development Code (UDC) by the end of 2023. Implementation of the recently adopted Bozeman Community Plan 2020 was a key purpose for the project as well as improvements in user-friendly formatting. The City began the formal development regulation amendment process in July 2022. Over the following year, the Staff and consultants supporting the work conducted multiple work sessions with the Commission to receive direction, reached out to the community and advisory boards through a variety of means to gather input, prepared a draft document, and began noticing for public hearings. During the public review process a frequent request was for additional time to consider the draft. The City Commission responded to that request and paused the review process in October 2023. In subsequent 139 months, the City conducted an online survey on how the public might wish to learn more about the draft document and how they might wish to interact with the review process. This input has been compiled and used to draft a Supplemental Engagement Plan for the UDC project. The Commission has scheduled a work session for September 17, 2024, to receive information on the project status and give direction on how they wish to proceed. Montana Land Use Planning Act: The state passes laws that grant local authority, direct processes, and set requirements for local planning and land use regulations. Those laws set both minimums and maximums in certain areas, establish decision makers for processes like subdivisions and zoning amendments, and establish the subjects that plans and regulations must address. The state laws have been in place for many decades. In the 2023 legislative session, many laws were passed revising local land use regulations and planning processes. The most significant one was the Montana Land Use Planning Act (MLUPA) [External Link], Title 76 Chapter 25 Montana Code Annotated, that completely replaces all prior planning, subdivision, and zoning laws for Bozeman. MLUPA was passed as Senate Bill 382. The new MLUPA includes a fixed time frame by which the City must adopt a compliant land use plan and update regulations to conform to new required processes. For Bozeman, those processes must be completed by May 17, 2026. The primary effect of MLUPA is on processes. However, one element of the Act requires that the City demonstrate that it has implemented a minimum number of regulations in support of additional housing creation. Other laws were also passed by the 2023 Legislature and are already in full effect including a requirement that two home buildings (duplexes) be allowed in all areas where a single home is allowed. The implementation of MLUPA requires three steps: 1. Establishment of a Planning Commission (Completed by Resolution 5534 [External PDF] on October 2, 2023); 2. Adoption of a land use plan with elements as required by statute (The Bozeman Community Plan 2020 and previously adopted facility plans contain the majority of required content. Some adjustments for statutory references and addressing new data requirements will be needed); and 3. Adoption of zoning and subdivision regulations consistent with the new statute and land use plan (will be accomplished when new UDC is adopted). Feedback on code update to date: The city used a variety of public engagement methods in 2022 and 2023 to gather information, inform the public, and encourage input on the UDC 140 Project. These methods included: in-person and virtual open houses, tabling at community events, meetings with the Inter-neighborhood Council and individual neighborhood organizations, meetings with multiple advisory boards, public workshops, meetings with interest groups, a dedicated website, individual topic brochures with options to offer input on the subject, email notices, flyer mailed in utility bills, web news articles, social media posts, and formal public notices. Public hearings before the Community Development Board occurred in September and October 2023. Dozens of people spoke at the hearings and almost 500 written comments have been received over the course of the project. The City will continue to meet with the public and encourage public input on the proposed language and zoning map. The Engage Bozeman UDC Update website [External Link] has remained active and has received over 18,000 visits. Comments received covered a wide range of topics, including some outside the scope of the project. A favorable view of the new document formatting, simplified language, and improved user friendliness of the document was expressed. The three most frequent comments expressing concerns included the consolidation of the RS through R3 districts into the RA district, overall project process and especially asking for additional time to review the draft, and concerns regarding impacts on existing areas of the community. Work Session: A work session does not make any final decisions. Many subsequent opportunities for public input will occur in the coming months and will be supported by direction provided by the City Commission. A full complement of public notices and hearings are required before any final decision can be made and code amendments adopted. A Supplemental Public Engagement Plan outlining a general approach is attached for consideration. Staff will provide a presentation on: Project purpose and background Bozeman Community Plan 2020 History and content of the Unified Development Code What the City has heard from the public so far during the review process State requirements for planning and zoning A proposed sequence of actions to restart the code update process A proposed supplemental public engagement plan Outcome: The Commission is requested to give general direction and guidance as to whether or not they agree with the proposed schedule and sequence of actions, and to give general direction on the Supplemental Engagement Plan. The supplemental engagement plan has been created based on the information received from the community outreach survey following the pause in Oct 2023. The supplemental engagement plan will come back for formal adoption by the Commission at a future meeting after 141 being revised to address guidance from the Commission. UNRESOLVED ISSUES:As determined by Commission ALTERNATIVES:As determined by Commission FISCAL EFFECTS:Depending on direction given, additional financial resources may be needed to implement directed actions. Attachments: Draft UDC Update CE Plan Phase 2 v3.pdf Report compiled on: September 6, 2024 142 Last Updated: 9/9/2024 11:26 AM COMMUNITY ENGAGEMENT PLAN – PHASE 2 Project Title: Building Our Future Together: Updating the Development Code Project Leads: • Chris Saunders (City of Bozeman) • Tom Rogers (City of Bozeman) • Erin George (City of Bozeman) • Code Studio, Logan Simpson C.E. Purpose/Background: This project is all about implementing the vision and goals established in our city’s guiding documents such as the 2020 Community Plan (aka “Growth Policy), the Climate Plan, and strategic priorities like affordable housing. These broad visions, goals, and priorities are implemented through the Unified Development Code (“the UDC” or “the code”). The UDC sets forth regulations around what kinds of development can occur in which areas through development standards and zoning districts. Engagement for this project kicked off in summer 2022 and focused on desired changes to the existing code. In 2023, the project team incorporated feedback from the public and Commission, resulting in the draft code which was released summer 2023. Since the release of the draft code, many residents have expressed concerns, with some wanting more time to review and give feedback. In October, Bozeman City Commission halted the project process with the desire to pick the topic back up in 2024 and ensure everyone in the community had a chance to weigh in. Heading into the next phase of engagement, the goal for this effort is to first collaborate with the community on determining the areas of greatest concern, and identifying topics on which this engagement should focus. Second, engagement will center on consulting members of the public regarding the identified areas, with the intent of determining options for altering draft code language in ways that reflect community values and align with the vision and goals of the Community Plan, Climate Plan, and Community Housing Action Plan. By engaging first on the key topic areas, staff will be able to market the engagement events differently to get more interest and devote more focused time and conversation during events to the topics that residents care most about. The first part of engagement will also act as a re-introduction to the UDC so that by the time residents are consulted on what to update, they are more familiar with the UDC and what it says on that specific topic area. Key Terms: • Enabling acts – the state laws that authorize the City to regulate development and use of land. • Form and intensity standards – the rules that create the physical volume within which a building can be built. Maximum height is an example. • Public comment – any opportunity in writing or orally to contribute to the decision-making process on an application. • Public hearing – a formal agenda action meeting state law requirements for public participation making prior to a final decision. 143 Last Updated: 9/9/2024 11:26 AM • Review authority – Many different people and professions help administer the rules. The term review authority is generally used to mean the person responsible for making the decision on that subject. There is one place in the code where who decides on what rules is assigned. • Unified Development Code (aka: UDC, “the code,” “development regulations” etc.) • Zoning district (text) – the group of standards that define the allowed uses and physical dimensions of buildings allowed. • Zoning district (map) – the geographical area where the rules established in a zoning district (text) apply. • Zoning map – a single map of the entire city showing where the various individual zoning districts are applied. • Affordable housing - Affordable housing does not require greater than 33 percent of the household gross annual median income for housing. • Residential Units – number of dwelling units in a building (as applied to home configuration) • Townhome/rowhome difference – visually they are the same, but the ownership of the land is different. • Concurrent review - Parallel review of required zoning and building permits prior to construction • Concurrent construction – approval to allow construction of infrastructure and building(s) at the same time • Review Processes o Subdivision – Division of a larger piece of land into smaller parcels for development. o Site plan – Review of larger and more complex developments (e.g. commercial sites and residential complexes) for compliance with site design, use, and architectural standards. o Sketch plan - Review of smaller and simpler developments (e.g. individual homes on individual parcels) for compliance with site design, use, and architectural standards. o Special use permit – Review for development standard compliance where there is an inherent question whether the use is appropriate in a particular zoning district. • Zone edge transitions – Required building form transitions at a zoning boundary. In some cases, development must be adjusted to decrease impacts on adjacent property • Residential Density – Number of homes per acre of land • Deviation vs departure vs variance – three processes to alter adopted standards for individual developments. Each has its own justifications, limitations, and restrictions. • NCOD – an area of the community where special standards are applied to proposed development to preserve character and architectural history • ADU – A size and occupancy-limited home that due to these limitations has less restrictive standards. ADUs are allowed in all residential zoning districts. • Condominium – means of property ownership. May be applied to a variety of real property. • Parking – A policy choice defined by the City Commission informed by practical experience. • Setback - The distance from the property line to the nearest part of the applicable structure. • Stepback – A steplike recession on a building. • Block frontage – A system to orient, design, and relate buildings to the street for human interaction. 144 Last Updated: 9/9/2024 11:26 AM Key Partners/constituents/community groups: Internal • City Commission (Decision maker) • City Manager Office • Community Development staff Advisory boards • Community Development Board (provides recommendations to City Commission) • Economic Vitality Board • Sustainability Board • Transportation Board External • Broad Public Key Questions 1. What decisions have already been made? a. Priorities, vision, and direction is established in the 2020 Community Plan, Climate Action Plan, Community Housing Action Plan, and enabling legislation. 2. What decisions are we gathering public input on? 1. Which focus areas of the UDC do residents most want to discuss? 2. What revisions to the draft code language should be considered that both reflect community values and keep in mind the vision and goals of the Community Plan, Climate Plan, and Community Housing Action Plan? 3. Who is the final decision maker? a. City Commission is the final decision maker with consideration of legal criteria, community input, staff recommendation, and Community Development Board recommendations. 3. At what stages in the decision-making process is the public being asked to participate (see graphic)? a. Evaluate Alternatives b. Formal public hearing and adoption process 4. Who will be most impacted by this decision/project/policy? a. Who may benefit, who may be burdened? i. Staff, advisory boards, and commission with simpler code to administer. ii. Design and development community with improved code to implement. iii. The public with a more user-friendly code. iv. Those who prefer more restrictive development rules may be dissatisfied with the resulting construction. v. Community benefit includes increased availability of housing options across the spectrum of need, increased transportation options and walkability as a result of more sustainable development patterns and community design. b. What are the potential unintended consequences? i. Revised zoning districts may not work as intended. ii. Graphic-focused code may be unfamiliar and some may find it harder to use. iii. Additional flexibility may impact community character. 145 Last Updated: 9/9/2024 11:26 AM c. How will people be better off as a result of this decision/project/policy? i. Improved understanding and implementation of community priorities. ii. Simpler code raises fewer questions, regulations are easier to understand. iii. Improved implementation of Community Plan, Climate Plan, affordable housing goals – intended outcomes include increased housing supply, less reliance on single-occupant vehicle trips to reach essential services, employment. 5. What is the timeline for this decision/project/policy? a. Project timeline has not been fully determined but is anticipated to wrap up in 2024. 6. What are the communication and engagement resources available? a. City staff in Community Development, City Manager’s Office will help create content and review and disseminate key messages, information, and opportunities to engage. b. Consultants are expected to be looped in to assist with content creation and engagement needs. 146 Last Updated: 9/9/2024 11:26 AM Level of Community Engagement: Inform and Consult 147 Last Updated: 9/9/2024 11:26 AM Goal for Community Engagement Collaborate with the community on determining the topics areas of greatest concern. Then, consult members of the public on how to update those specific areas of the code in ways that reflect community values and align with the vision and goals of the Community Plan, Climate Plan, and Community Housing Action Plan. Objectives – (SMART! Specific, Measurable, Attainable, Realistic, Timely) • Use a variety of innovative methods to inform the broad public about this effort. Engagement Timeline October through December 2024 – Engagement on Focus Areas • Communications tools: Engage Bozeman newsletter and webpage update, e-notification, web calendar, utility bill message, mailer (provides information on both focus area engagement AND neighborhood engagement), press release, Bozeman.net front page banner, paid social media ad on Facebook/Instagram, social media posts on Facebook, Instagram, Twitter, Nextdoor, paid ad in Chronicle on both focus area engagement AND neighborhood engagement. • Survey on Engage Bozeman to determine focus areas. • Webinar during day hours with resources/recording posted after the event so people can engage on their own time. Webinar introduces the UDC, surveys attendees on focus areas, and answers questions from residents. • Open House during weekday evening to introduce the UDC, collect input on focus areas, and answer questions from residents who prefer to engage in-person. January through February 2025 – Neighborhood Engagement • Communications tools: Engage Bozeman newsletter and webpage update, e-notification, web calendar, utility bill message, press release, Bozeman.net front page banner, paid social media ad on Facebook/Instagram, social media posts on Facebook, Instagram, Twitter, Nextdoor, paid ads on radio. • Four 1 to 2-hour workshops with residents held weekday evenings: 1 each in NW, NE, SW, SE Bozeman, hosted in schools/non-city affiliated facility. Hired facilitator works with staff to lead workshop. Commissioners are invited to attend and listen. • Webinar during day hours with resources/recording posted after the event so people can engage on their own time. Hired facilitator works with staff to lead virtual breakout sessions. Commissioners are invited to attend and listen. • Survey on Engage Bozeman to collect specific feedback (especially for those who cannot attend in person). March 2025 and beyond – incorporate feedback and set timeline for hearings 148 Construction Agreement for Library Flat Roof Overlay FY2025 Page 1 of 16 CONSTRUCTION AGREEMENT This Construction Agreement is made and entered into this _____ day of ____________, 202__ (“Effective Date”), by and between the CITY OF BOZEMAN, MONTANA, a self- governing municipal corporation organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771, hereinafter referred to as “City,” and, Wegner Roofing and Solar Corporation, 735 Grand Ave., Billings, MT 59101, hereinafter referred to as “Contractor.” The City and Contractor may be referred to individually as “Party” and collectively as “Parties.” In consideration of the covenants, agreements, representations, and warranties contained herein, the parties agree as follows: 1. Work to be Performed: a. A description of the work to be performed for the Bozeman Public Library Flat Roofing Overlay Project (the “Construction Project”) and Contractor’s duties is set forth in the Scope of Services attached hereto as Exhibit A and by this reference made a part hereof, and in the drawings, plans, and specifications provided by the City, which are included in the Scope of Services attached hereto as Exhibit A. b. Prior to the commencement of any work on the Construction Project, Contractor’s representatives and City’s representatives shall hold a meeting to establish a working understanding among the parties as to the scope of the Construction Project and duties of the Contractor. At this meeting, Contractor and City shall resolve any outstanding issues related to the plans, designs, drawings, and specifications. If the parties are unable to resolve these issues and the City fails, refuses, or is unable to approve the same, no work shall commence on the Construction Project until such issues are resolved and the City approves the related plans, designs, drawings, and specifications. c. Except as provided elsewhere in this Agreement, Contractor shall furnish all the labor, materials, equipment, tools, and services necessary to perform and complete the Construction Project. d. During work on the Construction Project, and as part of the final completion of the Construction Project, Contractor shall clean up the Project site, including the removal and satisfactory disposal of all waste, garbage, excess materials, and equipment, and the performance of any other work necessary to restore the site to at least as good order and condition as at the commencement of the Construction Project. Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 August13th 4 98149 Construction Agreement for Library Flat Roof Overlay FY2025 Page 2 of 16 2. City-Supplied Materials: The City may supply materials from time to time in furtherance of the Construction Project. Such materials will be noted as an addendum to this Agreement. 3. Time of Performance: Contractor shall begin the Construction Project after receiving a Notice to Proceed from City and shall complete the Construction Project no later than December 31, 2024. Time is of the essence of completion of all work and each phase of the Construction Project. 4. Liquidated Damages: If the Construction Project is not completed within the time provided by this Agreement, the City may deduct for each day the Construction Project remains uncompleted the sum of Five Hundred Dollars ($500.00) from the compensation hereinafter specified and retain that sum as payment for liquidated damages sustained by reason of the Contractor’s failure to complete the Construction Project on time. 5. Compensation: a. City shall pay to Contractor, and Contractor shall accept as full payment for the performance of this Agreement and the Construction Project, the amount of One Hundred and Eight Thousand and Seventy-Five Dollars ($108,075.00). b. If work not included within the original Construction Documents is requested by City, such additional work and the related compensation shall be agreed to in writing by both parties prior to commencement of the additional work (“Change Order”). c. City shall retain five percent (5%) of the total amount of compensation to be paid to the Contractor to ensure compliance with the terms and conditions of this Agreement and the timely completion of the Construction Project and any and all “punch list” items (“Retainage Amount”). The Retainage Amount shall be paid to Contractor thirty (30) days after the City’s final acceptance of the portion of work for which a separate price is stated in the specifications for the Construction Project. e. Upon acceptance of final payment and for other good and valuable consideration, Contractor shall and hereby does release and forever discharge City, its officers, agents, and employees of and from any and all claims, demands, actions, causes of action, obligations, and liabilities of every kind and character whatsoever, in law and in equity, whether now known or in the future discovered, arising from or related to this Agreement or the Construction Project that Contractor may have or assert against City, its officers, agents, and employees. 6. Inspection and Testing: a. City has the right to inspect and test any and all work performed by Contractor on the Construction Project. Contractor shall allow City and its agents access to the Construction Project at all times and shall provide every reasonable facility for the purpose of such inspection and testing, including temporarily discontinuing portions of the Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 99150 Construction Agreement for Library Flat Roof Overlay FY2025 Page 3 of 16 work or uncovering or taking down portions of the finished work. Any inspection and testing performed by the City and its agents is for the sole benefit of the City and shall not relieve the Contractor of its duty, responsibility, and obligation to ensure that the work strictly complies with the Agreement terms and conditions and all applicable laws and building and safety codes. City’s inspection and testing shall not be deemed or considered acceptance by the City of any portion of the Construction Project. City’s inspection and testing shall not serve to nullify, amend, or waive any warranties provided by the Contractor under this Agreement. b. Contractor shall, without charge, replace any material or correct any work found by the City or its agents to be defective or otherwise not in compliance with the terms and conditions of this Agreement. In the event Contractor fails to replace or correct any defective work or materials after reasonable written notice by the City to do so, the City may take such corrective action, either with its own materials and employees or by retaining any third party to do so, and deduct the cost and expense of such corrective action from the Contractor’s compensation. 7. Partial Utilization of Construction Project: City shall have the right to use or occupy any portion of the Construction Project that City and Contractor mutually agree is substantially completed and constitutes a separately functioning and usable part of the Construction Project for its intended purpose without significant interference with Contractor’s performance of the remaining portions of the Construction Project. In the event City takes possession of any portion of the Construction Project, such possession shall not be deemed an acceptance of the Construction Project, in whole or in part. City’s use of any portion of the Construction Project shall not be grounds for extensions of any construction deadlines or a change in the Contractor’s compensation. Contractor’s warranties shall run from the completion of the total Construction Project and not from the date the City may take possession of selected portions of the Construction Project. 8. Related Work at the Site: Nothing in this Agreement shall prevent or preclude City, through its own employees or by contract with any third party, from performing other work related to the Construction Project at the construction site; provided such related work is not otherwise addressed in this Agreement and provided such related work does not otherwise interfere with Contractor’s performance of this Agreement or the completion of the Construction Project. Contractor shall afford any City employee, agent or representative, or any third party under contract with the City to perform the related work, proper and safe access to the construction site, a reasonable opportunity for the introduction and storage of materials and equipment, the opportunity to perform the related work, and shall properly coordinate the Contractor’s work on the Construction Project with the related work. 9. Contractor’s Warranties: Contractor represents and warrants as follows: a. Unless otherwise specified by the terms of this Agreement, all materials and equipment used by Contractor on the Construction Project shall be new and where not otherwise specified, of the most suitable grade for their intended uses. Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 100151 Construction Agreement for Library Flat Roof Overlay FY2025 Page 4 of 16 b. All workmanship and materials shall be of a kind and nature acceptable to the City. c. All equipment, materials, and labor provided to, on, or for the Construction Project must be free of defects and nonconformities in design, materials, and workmanship for a minimum period beginning with the commencement of the work on the Construction Project and ending one (1) year from the final completion and acceptance by the City of the Construction Project, regardless of whether such equipment, materials, or labor were supplied directly by Contractor or indirectly by Contractor’s subcontractors or suppliers. Other express warranties on materials that provide for a warranty period longer than one year apply for the period of that express warranty and are not reduced by this provision. Upon receipt of City’s written notice of a defective or nonconforming condition during the warranty period, Contractor shall take all actions, including redesign and replacement, to correct the defective or nonconforming condition within a time frame acceptable to the City and at no additional cost to the City. Contractor shall also, at its sole cost, perform any tests required by City to verify that such defective or nonconforming condition has been corrected. Contractor warrants the corrective action taken against defective and nonconforming conditions for a period of an additional one (1) year from the date of City’s acceptance of the corrective action. d. Contractor and its sureties are liable for the satisfaction and full performance of all warranties. e. Contractor shall give its personal attention to the faithful prosecution of the completion of the Construction Project and Contractor, or its duly authorized representative assigned to serve as the Construction Project Manager, shall be personally present at the site of the Construction Project during working hours for the term of this Agreement until the completion of the Construction Project. f. Contractor shall have a complete, accurate, and up-to-date set of construction plans, drawings, and specifications on site at all times. g. Contractor has examined all available records and made field examinations of the site of the Construction Project. Contractor has knowledge of the field conditions to be encountered during the Construction Project. Contractor has knowledge of the types and character of equipment necessary for the work, the types of materials needed and the sources of such materials, and the condition of the local labor market. h. Contractor is responsible for the safety of the work and shall maintain all lights, guards, signs, temporary passages, or other protections necessary for that purpose at all times. i. All work must be performed at Contractor’s risk, and Contractor shall promptly repair or replace all damage and loss at its sole cost and expense regardless of the reason or cause of the damage or loss; provided, however, should the damage or loss be Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 101152 Construction Agreement for Library Flat Roof Overlay FY2025 Page 5 of 16 caused by an intentional or negligent act of the City, the risk of such loss shall be placed on the City. j. Contractor is responsible for any loss or damage to materials, tools, or other articles used or held for use in the completion of performance of the Construction Project. k. Contractor’s performance must be without damage or disruption to any other work or property of the City or of others and without interference with the operation of existing machinery or equipment. l. Title to all work, materials, and equipment covered by any payment of Contractor’s compensation by City, whether directly incorporated into the Construction Project or not, passes to City at the time of payment, free and clear of all liens and encumbrances. 10. Delays and Extensions of Time: If Contractor’s performance of this Agreement is prevented or delayed by any unforeseen cause beyond the control of the Contractor, including acts or omissions of the City, Contractor shall, within ten (10) days of the commencement of any such delay, give the City written notice thereof. Further, Contractor shall, within ten (10) days of the termination of such delay, give the City written notice of the total actual duration of the delay. If the City is provided with these required notices and if the City determines that the cause of the delay was not foreseeable, was beyond the control of the Contractor, and was not a result of the fault or negligence of the Contractor, then the City will determine the total duration of the delay and extend the time for performance of the Agreement accordingly. Unless the delay is caused by the intentional interference of the City with the Contractor’s performance, Contractor shall make no claim for damages or any other claim other than for an extension of time as herein provided by reason of any delays. 11. Suspension: a. The City may, by written notice to the Contractor and at its convenience for any reason, suspend the performance of all or any portion of the work to be performed on the Construction Project (“Notice of Suspension”). The Notice of Suspension shall set forth the time of suspension, if then known to the City. During the period of suspension, Contractor shall use its best efforts to minimize costs associated with the suspension. b. Upon Contractor’s receipt of any Notice of Suspension, unless the notice requires otherwise, Contractor shall: (1) immediately discontinue work on the date and to the extent specified in the Notice of Suspension; (2) place no further orders or subcontracts for materials, services, or equipment; (3) promptly make every reasonable effort to obtain suspension upon terms satisfactory to City of all orders, subcontracts, and rental agreements to the extent that they relate to the performance of the work suspended; and (4) continue to protect and maintain the Project, including those portions on which work has been suspended. Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 102153 Construction Agreement for Library Flat Roof Overlay FY2025 Page 6 of 16 c. As compensation for the suspended work, Contractor will be reimbursed for the following costs, reasonably incurred, without duplication of any item, and to the extent that such costs directly resulted from the suspension: (1) a standby charge paid during the period of suspension which will be sufficient to compensate Contractor for keeping, to the extent required in the Notice of Suspension, Contractor’s organization and equipment committed to the Project in standby status; (2) all reasonably incurred costs for the demobilization of Contractor’s and subcontractor’s crews and equipment; (3) an equitable amount to reimburse Contractor for the cost to protect and maintain the Project during the period of suspension; and (4) an equitable adjustment in the cost of performing the remaining portion of the work post-suspension if, as a direct result of the suspension, the cost to Contractor of subsequently performing the remaining work on the Construction Project has increased or decreased. d. Upon receipt of written notice by the City to resume the suspended work (“Notice to Resume Work”), Contractor shall immediately resume performance of the suspended work as to the extent required in the Notice to Resume Work. Any claim by Contractor for time or compensation described in Section 11(c) shall be made within fifteen (15) days after receipt of the Notice to Resume Work and Contractor shall submit a revised Construction Schedule for the City’s review and approval. Contractor’s failure to timely make such a claim shall result in a waiver of the claim. e. No compensation described in Section 11(c) shall be paid and no extension of time to complete the Construction Project shall be granted if the suspension results from Contractor’s non-compliance with or breach of the terms or requirements of this Agreement. 12. Termination for Contractor’s Fault: a. If Contractor refuses or fails to timely do the work, or any part thereof, or fails to perform any of its obligations under this Agreement, or otherwise breaches any terms or conditions of this Agreement, the City may, by written notice, terminate this Agreement and the Contractor’s right to proceed with all or any part of the Construction Project (“Termination Notice Due to Contractor’s Fault”). The City may then take over the Construction Project and complete it, either with its own resources or by re-letting the contract to any other third party, and may immediately take possession of and use such materials, appliances, tools, and equipment as may be on the site and which may be necessary for the completion of the Construction Project. b. In the event of a termination pursuant to this Section 12, Contractor shall be entitled to payment only for those services Contractor actually rendered. In the case of a lump sum or unit price contract, Contractor shall not be entitled to any further payment until the Construction Project has been completed. Upon completion of the Construction Project, if the unpaid balance of the Contractor’s compensation exceeds the cost to the City of completing the work, including all costs paid to any subcontractors or third parties retained by the City to complete the Construction Project and all administrative costs resulting from the termination (“City’s Cost for Completion”), such excess shall be paid to Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 103154 Construction Agreement for Library Flat Roof Overlay FY2025 Page 7 of 16 the Contractor. If the City’s Cost for Completion exceeds the unpaid balance of the Contractor’s compensation, then Contractor and its sureties shall be liable for and shall pay the difference, plus interest at the rate applicable to court judgments, to the City. c. Any termination provided for by this Section 12 shall be in addition to any other remedies to which the City may be entitled under the law or at equity. d. In the event of termination under this Section 12, Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 13. Termination for City’s Convenience: a. Should conditions arise which, in the sole opinion and discretion of the City, make it advisable to the City to cease work on the Construction Project, the City may terminate this Agreement by written notice to Contractor (“Notice of Termination for City’s Convenience”). The termination shall be effective in the manner specified in the Notice of Termination for City’s Convenience and shall be without prejudice to any claims that the City may otherwise have against Contractor. b. Upon receipt of the Notice of Termination for City’s Convenience, unless otherwise directed in the Notice, the Contractor shall immediately cease work on the Construction Project, discontinue placing orders for materials, supplies, and equipment for the Construction Project, and make every reasonable effort to cancel all existing orders or contracts upon terms satisfactory to the City. Contractor shall do only such work as may be necessary to preserve, protect, and maintain work already completed, in progress, or in transit to the construction site. c. In the event of a termination pursuant to this Section 13, Contractor is entitled to payment only for those services Contractor actually rendered and materials actually purchased or which Contractor has made obligations to purchase on or before the receipt of the Notice of Termination for City’s Convenience, and reasonably incurred costs for demobilization of Contractor’s and any subcontractor’s crews. It is agreed that any materials that City is obligated to purchase from Contractor will remain the City’s sole property. d. The compensation described in Section 13(c) is the sole compensation due to Contractor for its performance of this Agreement. Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 104155 Construction Agreement for Library Flat Roof Overlay FY2025 Page 8 of 16 14. Limitation on Contractor’s Damages; Time for Asserting Claim: a. In the event of a claim for damages by Contractor under this Agreement, Contractor’s damages shall be limited to contract damages and Contractor hereby expressly waives any right to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature or kind. b. In the event Contractor wants to assert a claim for damages of any kind or nature, Contractor shall provide City with written notice of its claim, the facts and circumstances surrounding and giving rise to the claim, and the total amount of damages sought by the claim, within ten (10) days of the facts and circumstances giving rise to the claim. In the event Contractor fails to provide such notice, Contractor shall waive all rights to assert such claim. 15. Representatives and Notices: a. City’s Representative: The City’s Representative for the purpose of this Agreement shall be Max Ziegler, Facilities Assistant Superintendent, or such other individual as City shall designate in writing. Whenever approval or authorization from or communication or submission to City is required by this Agreement, such communication or submission shall be directed to the City’s Representative and approvals or authorizations shall be issued only by such Representative; provided, however, that in exigent circumstances when City’s Representative is not available, Contractor may direct its communication or submission to other designated City personnel or agents and may receive approvals or authorization from such persons. b. Contractor’s Representative: The Contractor’s Representative for the purpose of this Agreement shall be Matt Arps, or such other individual as Contractor shall designate in writing. Whenever direction to or communication with Contractor is required by this Agreement, such direction or communication shall be directed to Contractor’s Representative; provided, however, that in exigent circumstances when Contractor’s Representative is not available, City may direct its direction or communication to other designated Contractor personnel or agents. c. Notices: All notices required by this Agreement shall be in writing and shall be provided to the Representatives named in this Section. Notices shall be deemed given when delivered, if delivered by courier to Party’s address shown above during normal business hours of the recipient; or when sent, if sent by email or fax (with a successful transmission report) to the email address or fax number provided by the Party’s Representative; or on the fifth business day following mailing, if mailed by ordinary mail to the address shown above, postage prepaid. Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 105156 Construction Agreement for Library Flat Roof Overlay FY2025 Page 9 of 16 16. Locating Underground Facilities: Contractor shall be responsible for obtaining and determining the location of any underground facilities, including but not limited to, the location of any pipelines or utility supply, delivery, or service lines in accordance with the provisions of §69-4-501, et seq., Montana Code Annotated (MCA). Contractor shall make every effort to avoid damage to underground facilities and shall be solely responsible for any damage that may occur. If City personnel assume responsibility for locating any underground facilities, this fact shall be noted in writing prior to commencement of such location work. 17. Permits: Contractor shall provide all notices, comply with all applicable laws, ordinances, rules, and regulations, obtain all necessary permits, licenses, including a City of Bozeman business license, and inspections from applicable governmental authorities, pay all fees and charges in connection therewith, and perform all surveys and locations necessary for the timely completion of the Construction Project. 18. Ownership of Documents; Indemnification: All plans, designs, drawings, specifications, documents, sample results and data, in whatever medium or format, originated or prepared by or for Contractor in contemplation of, or in the course of, or as a result of this Agreement or work on the Construction Project, shall be promptly furnished to the City (“City Documents and Information”). All City Documents and Information shall be the exclusive property of the City and shall be deemed to be works-for-hire. Contractor hereby assigns all right, title, and interest in and to the City Documents and Information, including but not limited to, all copyright and patent rights in and to the City Documents and Information. Neither party grants to the other any express or implied licenses under any patents, copyrights, trademarks, or other intellectual property rights, except to the extent necessary to complete its obligations to the other under this Agreement. 19. Laws and Regulations: Contractor shall comply fully with all applicable state and federal laws, regulations, and municipal ordinances including, but not limited to, all workers’ compensation laws, all environmental laws including, but not limited to, the generation and disposal of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, and State building and electrical codes, the Americans with Disabilities Act, and all non- discrimination, affirmative action, and utilization of minority and small business statutes and regulations. 20. Nondiscrimination and Equal Pay: The Contractor agrees that all hiring by Contractor of persons performing this Agreement shall be on the basis of merit and qualifications. The Contractor will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts. The Contractor will not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. The Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 106157 Construction Agreement for Library Flat Roof Overlay FY2025 Page 10 of 16 Contractor shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. Contractor represents it is, and for the term of this Agreement will be, in compliance with the requirements of the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act). Contractor must report to the City any violations of the Montana Equal Pay Act that Contractor has been found guilty of within 60 days of such finding for violations occurring during the term of this Agreement. Contractor shall require these nondiscrimination terms of its subcontractors providing services under this Agreement. 21. Intoxicants; DOT Drug and Alcohol Regulations: Contractor shall not permit or suffer the introduction or use of any intoxicants, including alcohol or illegal drugs, upon the site of the Construction Project. Contractor acknowledges it is aware of and shall comply with its responsibilities and obligations under the U.S. Department of Transportation (DOT) regulations governing anti-drug and alcohol misuse prevention plans and related testing. City shall have the right to request proof of such compliance and Contractor shall be obligated to furnish such proof. The Contractor shall be responsible for instructing and training the Contractor's employees and agents in proper and specified work methods and procedures. The Contractor shall provide continuous inspection and supervision of the work performed. The Contractor is responsible for instructing its employees and agents in safe work practices. 22. Labor Relations: a. In the event that, during the term of this Agreement and throughout the course of Contractor’s performance of the Construction Project, any labor problems or disputes of any type arise or materialize which in turn cause any work on the Construction Project to cease for any period of time, Contractor specifically agrees to take immediate steps, at its own expense and without expectation of reimbursement from City, to alleviate or resolve all such labor problems or disputes. The specific steps Contractor shall take to resume work on the Construction Project shall be left to the discretion of Contractor; provided, however, that Contractor shall bear all costs of any related legal action. Contractor shall provide immediate relief to the City so as to permit the work on the Construction Project to resume and be completed within the time frames set forth in the Construction Schedule at no additional cost to City. b. Contractor shall indemnify, defend, and hold the City harmless from any and all claims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in connection with any labor problems or disputes or any delays or stoppages of work associated with such problems or disputes. Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 107158 Construction Agreement for Library Flat Roof Overlay FY2025 Page 11 of 16 23. Subcontractors: a. Contractor may employ subcontractors for any work on the Construction Project. Contractor shall provide City with a list of all subcontractors employed. b. Contractor remains fully responsible for the acts and omissions of any subcontractor, just as Contractor is for its own acts and omissions, and Contractor shall remain fully responsible and liable for the timely completion of the Construction Project. c. Contractor is solely liable for any and all payments to subcontractors. Contractor shall hold all payments received from the City in trust for the benefit of subcontractors, and all such payments shall be used to satisfy obligations of the Construction Project before being used for any other purpose. Contractor shall make any payments due to any subcontractor within seven (7) days of Contractor’s receipt of payment, including a proportional part of the retainage Contractor has received from the City. In the event of a dispute regarding any subcontractor’s invoice, Contractor shall promptly pay the undisputed amount to the subcontractor and notify the subcontractor in writing of the amount in dispute and the reasons for the dispute. Any withholding of payment must comply with the requirements of §28-2-2103, MCA. In the event Contractor is unwilling or unable to make timely and proper payment to any subcontractor, City may elect to withhold any payment otherwise due to Contractor and upon seven (7) days’ written notice to Contractor, may pay subcontractor by direct or joint payment. 24. Indebtedness and Liens: Before City may make any final payment to Contractor, Contractor shall furnish City with satisfactory proof that there are no outstanding debts or liens in connection with the Construction Project. If the Contractor allows any indebtedness to accrue to subcontractors or others during the progress of the work, and fails to pay or discharge the same within five (5) days after demand, then City may either withhold any money due to Contractor until such indebtedness is paid or apply the same towards the discharge of the indebtedness. If any lien or claim is filed or made by any subcontractor, material supplier, or any other person, the Contractor shall immediately notify the City and shall cause the same to be discharged of record within thirty (30) days after its filing. 25. Hazard Communication: Contractor shall comply with all hazard communication requirements dictated by the Environmental Protection Agency, the Montana Department of Agriculture, OSHA, Hazard Communications Standard, 29 CFR 1910.1200, and applicable City ordinances. Contractor shall supply a chemical list, the associated material safety data sheets (MSDS), and other pertinent health exposure data for chemicals that the Contractor’s, subcontractor’s or the City’s employees may be exposed to while working on City property during the course of the Construction Project. One copy of this documentation must be delivered to City to the attention of the City’s Representative. This documentation must be delivered before work involving these chemicals may commence. 26. Accounts and Records: During the term of this Agreement and for two (2) years following the City’s final acceptance of the Construction Project, Contractor shall maintain accounts and records related to the Construction Project. Upon reasonable notice, City shall have Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 108159 Construction Agreement for Library Flat Roof Overlay FY2025 Page 12 of 16 the right to inspect all such accounts and records, including but not limited to, Contractor’s records, books, correspondence, instructions, drawings, specifications, field and site notes, receipts, invoices, bills, contracts, or other documents relating to the Construction Project. 27. Indemnification; Insurance; Bonds: a. Contractor agrees to release, defend, indemnify, and hold harmless the City, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section as the City) from and against any and all claims, demands, actions, fees and costs (including attorney’s fees and the costs and fees of and expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties that may be asserted against, recovered from or suffered by the City occasioned by, growing or arising out of or resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of the Contractor; or (ii) any negligent, reckless, or intentional misconduct of any of the Contractor’s agents. b. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the indemnitee(s) which would otherwise exist as to such indemnitee(s). c. Contractor’s indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City. d. Should the City be required to bring an action against the Contractor to assert its right to defense or indemnification under this Agreement or under the Contractor’s applicable insurance policies required below the City shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or was obligated to indemnify the City for a claim(s) or any portion(s) thereof. e. In the event of an action filed against the City resulting from the City’s performance under this Agreement, the City may elect to represent itself and incur all costs and expenses of suit. f. Contractor also waives any and all claims and recourse against the City, including the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except “responsibility for [City’s] own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent” as per 28-2-702, MCA. Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 109160 Construction Agreement for Library Flat Roof Overlay FY2025 Page 13 of 16 g. These obligations shall survive termination of this Agreement and the services performed hereunder. h. In addition to and independent from the above, Contractor shall at Contractor’s expense secure insurance coverage through an insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the liabilities and obligations specifically assumed by the Contractor in this Section. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the Contractor in subsection (a) of this Section. The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by the City without limit and without regard to the cause therefore and which is acceptable to the City. Contractor shall furnish to the City an accompanying certificate of insurance and accompanying endorsements in amounts not less than as shown below: • Workers’ Compensation – not less than statutory limits; • Employers’ Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Products and Completed Operations – $1,000,000; • Automobile Liability - $1,000,000 property damage/bodily injury; $2,000,000 annual aggregate (all owned, hired, non-owned vehicles); • Builder’s Risk/Property Insurance at least as broad as that provided by the ISO special causes of loss form (CP10 30) naming at a minimum the City in an amount equal to greater of Contractor’s compensation or full replacement value of the work (covering at a minimum all work, buildings, materials and equipment, whether on site or in transit, loss due to fire, lightening, theft, vandalism, malicious mischief, earthquake, collapse, debris removal, demolition occasioned by enforcement of laws, water damage, flood if site within a flood plain, repair or replacement costs, testing and start-up costs) on an all risk coverage basis. This insurance must include waivers of subrogation between the City and Contractor to the extent that damage to the Construction Project or City Hall is covered by other insurance; • Owner’s and Contractor’s Protective Liability: one policy designating the City (including its agents, representatives, employees, and officers) as the insured and another independent policy designated the City’s Representative (including its consultants, consultants, agents and employees) as the insured on the declarations with both policies covering: (i) operations performed by the Contractor under this Agreement for the City; and (ii) the City’s and City’s Representatives acts or omissions, including negligent acts, in connection with its general supervision of the work of the Contractor’s and its subcontractors - $1,000,000 per occurrence; $2,000,000 aggregate; • Contractual Liability Insurance (covering the Contractor’s indemnity obligations described in this Agreement) - $1,000,000 per occurrence $2,000,000 aggregate Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 110161 Construction Agreement for Library Flat Roof Overlay FY2025 Page 14 of 16 The amounts of insurance provided shall be exclusive of defense costs. The City of Bozeman shall be endorsed as an additional or named insured on a primary non- contributory basis on both the Commercial General and Automobile Liability policies. The insurance and required endorsements must be in a form suitable to City and shall include no less than a thirty (30) day notice of cancellation or non-renewal. Contractor shall notify City within two (2) business days of Contractor’s receipt of notice that any required insurance coverage will be terminated or Contractor’s decision to terminate any required insurance coverage for any reason. The City must approve all insurance coverage and endorsements prior to the Contractor commencing work. i. The Contractor shall furnish a Performance Bond and a Payment Bond in favor of the City each in an amount equal to one-hundred Percent (100%) of the Agreement amount. 28. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. Contractor understands that all contractors or subcontractors working on a publicly funded project are required to pay or have withheld from earnings a license fee of one percent (1%) of the gross contract price if the gross contract price is Five Thousand Dollars ($5,000) or more. This license fee is paid to the Montana Department of Revenue. 29. Dispute Resolution: a. Any claim, controversy, or dispute between the parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each party duly authorized to execute settlement agreements. Upon mutual agreement of the parties, the parties may invite an independent, disinterested mediator to assist in the negotiated settlement discussions. b. If the parties are unable to resolve the dispute within thirty (30) days from the date the dispute was first raised, then such dispute shall be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 30. Survival: Contractor’s indemnification and warranty obligations shall survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 31. Headings: The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 32. Waiver: A waiver by City of any default or breach by Contractor of any covenants, terms, or conditions of this Agreement does not limit City’s right to enforce such covenants, terms, or conditions or to pursue City’s rights in the event of any subsequent default or breach. Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 111162 Construction Agreement for Library Flat Roof Overlay FY2025 Page 15 of 16 33. Attorney’s Fees and Costs: In the event it becomes necessary for either Party to retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel including the City Attorney’s Office staff. 34. Severability: If any portion of this Agreement is held to be void or unenforceable, the balance thereof shall continue in effect. 35. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 36. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 37. Amendments: This Agreement may not be modified, amended, or changed in any respect except by a written document signed by all parties. 38. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 38. Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 39. Assignment: Contractor may not assign this Agreement in whole or in part without the prior written consent of the City. No assignment will relieve Contractor of its responsibility for the performance of the Agreement and the completion of the Construction Project. Contractor may not assign to any third party other than Contractor’s subcontractors on the Construction Project, the right to receive monies due from City without the prior written consent of City. 40. Authority: Each party represents that it has full power and authority to enter into and perform this Agreement and the person signing this Agreement on behalf of each party has been properly authorized and empowered to sign this Agreement. 41. Independent Contractor: The parties agree and acknowledge that in the performance of this Agreement and the completion of the Construction Project, Contractor shall render services as an independent contractor and not as the agent, representative, subcontractor, or employee of the City. The parties further agree that all individuals and companies retained by Contractor at all times will be considered the agents, employees, or independent contractors of Contractor and at no time will they be the employees, agents, or representatives of the City. 42. Integration: This Agreement and all Exhibits attached hereto constitute the entire agreement of the parties. Covenants or representations not contained therein or made a part thereof by reference, are not binding upon the parties. There are no understandings between the parties Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 112163 Construction Agreement for Library Flat Roof Overlay FY2025 Page 16 of 16 other than as set forth in this Agreement. All communications, either verbal or written, made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. 43. Consent to Electronic Signatures: The Parties have consented to execute this Agreement electronically in conformance with the Montana Uniform Electronic Transactions Act, Title 30, Chapter 18, Part 1, MCA. **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** IN WITNESS WHEREOF, Contractor and City have caused this Agreement to be executed, effective on the date written above, and intend to be legally bound thereby. CITY OF BOZEMAN, MONTANA CONTRACTOR By: _______________________________ By: Chuck Winn, City Manager Print Name: Title: APPROVED AS TO FORM: By: _______________________________ Greg Sullivan, City Attorney Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 Wegner Roofing & Solar Corp. CEO Brandon Wegner 113164 EXHIBIT A Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 114165 Customer library, Bozeman Public Job #: 1997563 626 E Main St Bozeman, MT 59715 None None Wegner Roofing & Solar Representative: Matt Arps (508) 524-7500 Matt.Arps@WegnerRoofing.com Wegner Roofing & Solar 2913 Millennium Circle Billings, MT 59102 Ph: 406.850.9842 Customer Invoice page 1 Description Quantity Price ROOFING 60 Mil FB Layover D&R Parapet cap metal 60Mil FB layover (Fully adhered) 75.00 EA $108,075.00 Grand Total $108,075.00 Payments received:$0.00 Balance Due: $108,075.00 Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 115166 Firm Profile Founded in 2011 as Wegner Homes, Wegner Roofing and Solar has established itself as a premier provider in the roofing industry. Our services have expanded over the years to include the installation of state-of-the-art solar panels in 2022, alongside our long-standing expertise in roofing, siding, and window installations. We take pride in enhancing both the functionality and aesthetics of residential and commercial buildings. Isaac will be our project manager for this job. Isaac has 5 years experience managing high profile commercial projects like this in the Big Sky and Bozeman area. Our Expertise: Roofing Solutions: Specializing in high-quality membrane roofing, we offer both commercial and residential solutions including asphalt shingles and durable metal roofing. Our team is adept in installing composite roofing systems, ensuring top-tier performance and longevity. Solar Installations As a forward-thinking company, we have embraced solar technology, providing cutting-edge solar solutions that contribute to energy efficiency and environmental sustainability Additional Services: Our proficiency extends beyond roofing and solar to include a wide range of exterior services such as various siding options, window installations, as well as door and gutter solutions. Our Team: Wegner Roofing and Solar is powered by a dedicated team of over 45 professionals, including oƯice staƯ, sales consultants, and field managers, all of whom are full-time, W2 employees committed to excellence in every project. Our Commitments: Financial Stability: We maintain excellent relationships with our suppliers and financial institutions, ensuring robust lines of credit and operational integrity. References from banks and suppliers are available upon request. Insurance and Bonding: We boast an exemplary standing with our insurance and surety companies, enabling us to secure Payment and Performance (P&P) bonds for projects of any scale. Proposed Schedule: We believe an ideal time period for scheduling could be the month of September, we think the job would take around 2 weeks of work days with cooperating weather. With this being an overlay, this is a more simple process than tearing the roof down to the deck. We will be able to guarantee the waterproofing by end of day, each and every day. We should be able to accommodate any scheduling preferences asked of us and are open to anything. Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 116167 City of Bozeman We have not completed any work for the City of Bozeman yet. We have installed 75+ roof, siding, and solar projects in the Bozeman region. Proposed Solution Obey all OSHA safety standards Keep public and owner’s employees from all work being completed. Detach Parapet Wall Cap Perforate membrane per manufacturer’s specs to apply membrane. Install 60 MIL Fleece-Backed TPO that will be fully adhered with glue. Install TPO flashing around all roof penetrations Haul away all trash and debris We would ask for materials to be paid for upon delivery ($42,000) and the remaining amount to be paid when labor and cleanup has been completed ($66,075) $108,075.00 Total Price Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 117168 Experience with Similar Projects Montana Tank Works: 4119 2nd Ave South, Billings, MT. This project included 150 square of TPO, reflashing of 28 skylights 406.672.7691 Eric Pennington County High Rise Buildings, Rapid City, SD. This project consisted of over 400 square of NDL warranty EPDM install 605.209.9489 Jonathon Old Board of Health in Helena, MT. We worked on a historical roof rehab with a EPDM Overlay roof system as part of the Dick Anderson remodel 406.459.7929 Daniel At 322 Plainview Rd, we completed a 375 sq roof replacement for a Warehouse(Associated Foods). 406.322.9951 Kathy Jobs on the horizon: Similar jobs under contract for this roofing season include a: 250SQ roof replacement Montana Women’s Prison in Billings, MT with a NDL warranty 450 SQ roof replacement at MSU Grant Chamberlain housing in Bozeman, MT with a NDL warranty 1,350 Sq Roof replacement at the Hardin School District in Hardin, MT with a NDL warranty 40 SQ roof replacement at the Visitors Center in Bismarck, ND with a Décor rib that looks like | standing seam metal with a NDL warranty. Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 118169 Proposed Schedule We believe an ideal time period for scheduling could be the month of September, we think the job would take around 3 weeks worth of work days with cooperating weather. We should be able to accommodate any scheduling preferences asked of us and are open to anything. At Wegner Roofing and Solar, we are dedicated to delivering superior craftsmanship and customer service. Our commitment to quality and sustainability makes us a reliable partner in protecting and enhancing your property. Trust us to bring unparalleled expertise and precision to your next project Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 119170 Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 120171 Appendix A NONDISCRIMINATION AND EQUAL PAY AFFIRMATION Wegner Roofing and Solar (name of entity submitting) hereby aƯirms it will not discriminate on the basis of race, color, religion, creed, sex, age, marital status, national origin, or because of actual or perceived sexual orientation, gender identity or disability and acknowledges and understands the eventual contract will contain a provision prohibiting discrimination as described above and this prohibition on discrimination shall apply to the hiring and treatments or proposer’s employees and to all subcontracts. In addition, Wegner Roofing and Solar (name of entity submitting) hereby aƯirms it will abide by the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act), and has visited the State of Montana Equal Pay for Equal Work “best practices” website, https://equalpay.mt.gov/BestPractices/Employers, or equivalent “best practices publication and has read the material. RILEY WEGNER ROOFING DIVISION PRESIDENT Name and title of person authorized to sign on behalf of submitter Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 121172 Visit gaf.com For additional information, contact GAF Design Services at 1-877-423-7663 or designservices@gaf.com Description: Combine performance and value with EverGuard® TPO Fleece-Back Membrane 45-mil, 60-mil, and 80-mil. Factory-applied polyester fleece lets you offer the proven performance of EverGuard® TPO, while increasing durability and reducing labor: n Provides enhanced puncture resistance against foot traffic, hail, and other impacts* n Does not require a slip sheet when installed over a variety of existing roof systems n Guarantees available according to thickness, with coverage up to 30 years for 80-mil.† Accessories: Fabricating details on-site can be time-consuming, costly, inconsistent, and even unreliable. EverGuard® TPO prefabricated accessories save you time and labor, deliver consistent performance, and create a uniform aesthetic. Product Information: Explore installation options — EverGuard® TPO Fleece-Back Membrane can be installed with a wide range of applications: n Mechanically attached — quick, cost-effective, and available practically year-round n Adhered — effective with EverGuard® WB181 Bonding Adhesive (water-based) or hot asphalt for a smooth appearance and excellent wind uplift n LRF Adhesive O — low-rise foam that’s low-VOC, ideal for minor surface irregularities, and available in a cartridge or 5-gallon container n LRF Adhesive M — low-rise foam that’s similar to LRF-O and can also be used for ISO insulation applications n LRF Adhesive XF — 2- part low-rise foam that's Low-VOC, ideal for minor surface irregularities, and can adhere up to 24 squares of Fleece-Back Membrane. n OlyBond 500 — 2-part low-rise foam that's Low-VOC, ideal for minor surface irregularities, and can adhere up to 24 squares of Fleece-Back Membrane 45, 60, 80 * GAF warranties and guarantees do not provide coverage against traffic except where GAF walkways are applied, or against hail or other impact. Refer to gaf.com for more information on warranty and guarantee coverage and restrictions. Hail or puncture resistance coverage may be available for purchase for eligible systems. Contact GAF for more information. † Additional requirements apply. Contact GAF for more information. See applicable guarantee, available at gaf.com, for complete coverage and restrictions. Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 122173 We protect what matters most™ 45, 60, 80 Physical Properties (ASTM D6878) Type ASTM Test Method ASTM D6878 Minimum EverGuard® TPO Fleece-Back Membrane Test Values (approx.)‡ 45 mil 60 mil 80 mil Nominal Thickness ASTM D751 0.039" (0.99 mm)0.045" (1.14 mm)0.060" (1.52 mm)0.080" (2.03 mm) Breaking Strength ASTM D751 Grab Method 220 lbf (38.5 kg)375 lbf x 330 lbf (559 x 492 kg/m)400 lbf x 360 lbf (596 x 536 kg/m)440 lbf x 390 lbf (656 x 581 kg/m) Factory Seam Strength ASTM D751 66 lbf (98.34 kg/m) 115 lbf (membrane failure) (171 kg/m) 145 lbf (membrane failure) (216 kg/m) 155 lbf (membrane failure) (231 kg/m) Elongation at Break ASTM D751 15%30%30%30% Heat Aging ASTM D573 90% Retention of Breaking Strength and Elongation at Break 100%100%100% Tear Strength ASTM D3045 8" x 8" sample (203 mm x 203 mm) 55 lbf (81.95 kg/m) 90 lbf x 120 lbf (134 x 179 kg/m) 70 lbf x 130 lbf (104 x 194 kg/m) 100 lbf x 180 lbf (149 x 268 kg/m) Puncture Resistance FTM 101 C Method 2031 Not Established >350 lb. (159 kg)>380 lb. (172 kg)>380 lb. (172 kg) Cold Brittleness ASTM D2137 -40°C -40°C -40°C -40°C Permeance ASTM E96 Not Established 0.08 Perms 0.08 Perms 0.08 Perms Dimensional Change ASTM D1204 @ 158°F (70°C), 6 hrs.±1%0.2%0.4%0.4% Water Absorption ASTM D471 @ 158°F (70°C), 1 week ±3.0%0.7%0.7%0.7% Hydrostatic Resistance ASTM D751 Method D Not Established 390 psi 430 psi 430 psi Ozone Resistance ASTM D1149 No visible deterioration @ 7x magnification No visible deterioration @ 7x magnification No visible deterioration @ 7x magnification No visible deterioration @ 7x magnification Weather Resistance ASTM G155 / D6878 10,080 KJ / (m2 • nm) at 340 nm >20,000 KJ / (m2 • nm) at 340 nm >25,000 KJ / (m2 • nm) at 340 nm >25,000 KJ / (m2 • nm) at 340 nm Heat Aging ASTM D573 240°F (115°C), 32 weeks 60 weeks 60 weeks 60 weeks Thickness Above Scrim ASTM D7635 Min 30% of Total Thickness 15.8 mil (Nominal)22.1 mil (Nominal)31.4 mil (Nominal) Available Guarantees Up to 20 years Up to 25 years Up to 30 years NOTE: Additional requirements apply. Contact GAF for more information. See applicable guarantee, available at gaf.com, for complete coverage and restrictions.* White Membrane Only † Certain data is provided in MD (machine direction) x CMD (cross machine direction) format.‡ Values stated are approximate and subject to normal manufacturing variation. These values are not guaranteed and are provided solely as a guide. Sustainability Ratings/Certifications Cool Roof Rating Council (CRRC) Type ASTM Test Method Color Product ID#Initial Aged Solar Reflectance ASTM C1549 White 0676-0027 0.76 0.68 Thermal Emittance ASTM C1371 White 0676-0027 0.90 0.83 Solar Reflectance Index (SRI)ASTM E1980 White 0676-0027 94 81 LEED Information (white only) Manufacturing Location Mount Vernon, IN New Columbia, PA Cedar City, UT For additional information, contact GAF Design Services at 1-877-423-7663 or designservices@gaf.com Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 123174 We protect what matters most™ 45, 60, 80 Applicable Standards/Approvals Miami Dade County Product Control Approved FM Approved (Refer to FM www.RoofNav.com for actual assemblies) Classified by UL in accordance with ANSI/ UL 790. (Refer to UL Product iQ for actual assemblies). UL Evaluation Report UL ER1306-01 Meets or exceeds the requirements of ASTM D6878.State of Florida Approved ICC-ES Evaluation Report ESR-4676 (Cedar City, UT only) Meets or exceeds the requirements of the Texas Department of Insurance. CRRC Rated - Can be used to comply with 2022 Title 24, Part 6, Cool Roof Requirements of the California Code of Regulations (White only) Product Data Roll Size Colors Full Roll Size Full Roll Weight (Average)Half Roll Size Half Roll Weight (Average) 45 mil White, Tan, Gray 10' x 100' (3.05 x 30.5 m) (1,000 sq. ft. [92.9 sq.m])272 lb. (123 kg)5' x 100' (1.52 x 30.5 m) (500 sq. ft. [46.5 sq.m])136 lb. (62 kg) 60 mil White, Tan, Gray, Energy Tan, Energy Gray 10' x 100' (3.05 x 30.5 m) (1,000 sq. ft. [92.9 sq.m])348 lb. (158 kg) 5' x 100' (1.52 x 30.5 m) (500 sq. ft. [46.5 sq.m])174 lb. (79 kg) 80 mil White, Tan, Gray 10' x 50' (3.05 x 15.24 m) (500 sq. ft. [46.5 sq.m])232 lb. (105 kg)5' x 50' (1.52 x 15.24 m) (250 sq. ft. [23.23 sq.m])116 lb. (53 kg) Storage Store on pallets in a clean, dry area at temperatures below 100°F (38ºC). Safety Warning Membrane rolls are heavy. Employ at least two people to position and install. Note: Membrane rolls shipped horizontally on pallets, stacked pyramid-style and banded.©2024 GAF • COMEG873-PDF-0624For additional information, contact GAF Design Services at 1-877-423-7663 or designservices@gaf.com Docusign Envelope ID: F5294082-66FF-4C7A-BAE3-1A45DB9EE4D8 124175 Certificate Of Completion Envelope Id: F529408266FF4C7ABAE31A45DB9EE4D8 Status: Completed Subject: Complete with Docusign: F.4 Construction_Agreement_-_Library_Flat_Roof_Overlay_Project_-_Compil... Source Envelope: Document Pages: 27 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 0 Mike Maas AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-07:00) Mountain Time (US & Canada) Stamps: 1 PO Box 1230 Bozeman, MT 59771 Mmaas@bozeman.net IP Address: 69.145.83.100 Record Tracking Status: Original 8/15/2024 8:52:39 AM Holder: Mike Maas Mmaas@bozeman.net Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Bozeman Location: DocuSign Signer Events Signature Timestamp Brandon Wegner brandon@wegnerroofing.com CEO Wegner Roofing & Solar Corp. Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 69.144.128.101 Sent: 8/15/2024 8:56:23 AM Resent: 8/26/2024 3:59:03 PM Viewed: 8/26/2024 4:28:59 PM Signed: 8/26/2024 4:35:02 PM Electronic Record and Signature Disclosure: Accepted: 8/15/2024 10:17:53 AM ID: 1473f70e-8690-4849-8004-55e62a4f9596 Greg Sullivan gsullivan@bozeman.net Bozeman City Attorney City of Bozeman, Montana Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 69.145.83.100 Sent: 8/26/2024 4:35:04 PM Viewed: 8/26/2024 4:42:17 PM Signed: 8/26/2024 4:42:25 PM Electronic Record and Signature Disclosure: Accepted: 8/26/2024 4:42:17 PM ID: 3d1c0268-a970-40eb-9ad9-ee5438e787ac Chuck Winn cwinn@bozeman.net Acting City Manager City of Bozeman Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 69.145.83.100 Sent: 8/26/2024 4:42:27 PM Viewed: 8/27/2024 8:47:21 AM Signed: 8/27/2024 8:47:34 AM Electronic Record and Signature Disclosure: Accepted: 8/27/2024 8:47:20 AM ID: 7bd2e215-f3b7-46af-8d28-86a2bfe51ae5 Mike Maas mmaas@bozeman.net City Clerk City of Bozeman Security Level: Email, Account Authentication (None) Signed Using IP Address: 69.145.83.100 Sent: 8/27/2024 8:47:36 AM Viewed: 8/27/2024 9:36:23 AM Signed: 8/27/2024 9:36:35 AM 125176 Signer Events Signature Timestamp Electronic Record and Signature Disclosure: Accepted: 1/6/2020 4:08:14 PM ID: 79370d6f-72a4-4837-866f-9ec31f00062f In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Riley Wegner riley@wegnerroofing.com Security Level: Email, Account Authentication (None) Sent: 8/27/2024 9:36:37 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Max Ziegler wziegler@bozeman.net Facilities Project Coordinator City of Bozeman Security Level: Email, Account Authentication (None) Sent: 8/27/2024 9:36:38 AM Electronic Record and Signature Disclosure: Accepted: 4/2/2024 9:11:00 AM ID: 7351ca1b-bf95-48ff-9fc5-a1369b10797f Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/15/2024 8:56:24 AM Certified Delivered Security Checked 8/27/2024 9:36:23 AM Signing Complete Security Checked 8/27/2024 9:36:35 AM Completed Security Checked 8/27/2024 9:36:38 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 126177 CONSUMER DISCLOSURE From time to time, City of Bozeman (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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